[8-K] LIPELLA PHARMACEUTICALS INC. Reports Material Event

Rhea-AI Filing Summary

Lipella Pharmaceuticals Inc. announced a planned board change. On October 20, 2025, Dr. Naoki Yoshimura notified the company of his intention to retire from the Board of Directors, effective December 31, 2025.

The company stated that Dr. Yoshimura’s decision to retire did not result from any disagreement with the company on matters related to operations, policies, or practices.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 20, 2025

Lipella Pharmaceuticals Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41575		20-2388040
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7800 Susquehanna St., Suite 505 Pittsburgh, PA		15208
(Address of registrant’s principal executive office)		(Zip code)

Registrant’s telephone number, including area code: (412) 894-1853

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 20, 2025, Naoki Yoshimura notified Lipella Pharmaceuticals Inc. (the “Company”) of his intention to retire from the Company’s Board of Directors, effective December 31, 2025. Dr. Yoshimura’s decision to retire did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 21, 2025	Lipella Pharmaceuticals Inc.
	By:	/s/ Jonathan Kaufman
		Name: Jonathan Kaufman Title: Chief Executive Officer

FAQ

What did LIPO disclose in its 8-K?

Lipella Pharmaceuticals Inc. disclosed that Dr. Naoki Yoshimura intends to retire from its Board of Directors, effective December 31, 2025.

When will Dr. Naoki Yoshimura’s retirement from LIPO’s board take effect?

His retirement is effective December 31, 2025.

Did Dr. Yoshimura cite any disagreements with LIPO?

No. The company stated his decision did not result from any disagreement on operations, policies, or practices.

What is the date of the notification to LIPO?

The notification was made on October 20, 2025.

Which SEC item applies to this LIPO disclosure?

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.