STOCK TITAN

Lantern Pharma (NASDAQ: LTRN) closes $4.4M offering and outlines AI spin-out

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lantern Pharma Inc. entered into a registered direct offering and concurrent private placement raising approximately $4.4 million in gross proceeds. The company sold 1,454,175 common shares at $2.06 per share and issued pre-funded warrants for up to 681,748 shares at $2.0599 each, plus unregistered warrants to purchase up to 2,135,923 shares at an exercise price of $2.27 per share.

The warrants are exercisable starting six months after issuance and expire five years after first exercise, with exercise blocked above a 4.99% or 9.99% ownership cap. Lantern plans to use net proceeds for working capital and general corporate purposes. The company also outlined plans to separate its withZeta.ai AI platform and related assets into an independent entity that may seek its own stock exchange listing and give these investors rights to participate in up to 30% of certain future financings. Lantern agreed not to enter most variable-price financings for two years and temporarily suspended sales under its existing at-the-market program until a new prospectus supplement is filed.

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Insights

Lantern raises $4.4M via equity deal and adds warrant-linked optionality.

Lantern Pharma has secured approximately $4.4 million in gross proceeds through a registered direct offering of shares and pre-funded warrants, paired with unregistered warrants exercisable at $2.27. This structure combines immediate cash with potential future capital of about $4.85 million if the warrants are fully exercised.

The transaction relies on a prior Form S-3 shelf and a concurrent private placement under Section 4(a)(2) and Rule 506(b). Warrants become exercisable six months after issuance and run for five years, with 4.99% or 9.99% beneficial ownership caps that limit any single holder’s post-exercise stake. Actual cash inflows from warrants will depend on market conditions and holder decisions.

The filing also introduces a potential future spin-out of the withZeta.ai AI platform into an independent, possibly listed entity, and grants investors participation rights in up to 30% of specified future financings. A two-year restriction on most variable-rate financings and the temporary pause on ATM sales after May 12, 2026 shape Lantern’s near-term funding toolkit until a new prospectus supplement is in place.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Common shares sold 1,454,175 shares Registered direct offering at $2.06 per share
Pre-funded warrants 681,748 shares Pre-funded warrants at $2.0599 per share
Unregistered purchase warrants 2,135,923 shares Concurrent private placement, exercise price $2.27
Gross proceeds $4.4 million Aggregate gross proceeds from the offering
Potential warrant proceeds $4.85 million If unregistered warrants are fully exercised for cash
Ownership cap 4.99% or 9.99% Beneficial ownership limits on warrant exercise
Investor participation right Up to 30% Right to join certain future equity financings of AI subsidiary
Variable rate ban period 2 years Restriction on Variable Rate Transactions after closing
registered direct offering financial
"agreed to issue and sell to such investors in a registered direct offering"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
pre-funded warrants financial
"pre-funded warrants to purchase up to 681,748 shares of Common Stock"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Variable Rate Transaction financial
"restricts the Company... from entering into or effecting any “Variable Rate Transaction”"
shelf registration statement regulatory
"offered pursuant to a “shelf” registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Section 4(a)(2) of the Securities Act regulatory
"offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
withZeta.ai technical
"independent business entity composed of the AI platform, withZeta.ai, and related technologies"
false 0001763950 0001763950 2026-05-12 2026-05-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 12, 2026

 

 

 

Lantern Pharma Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-39318   46-3973463

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

1920 McKinney Avenue, 7th Floor
Dallas, Texas 75201

(Address of principal executive offices)

 

(972) 277-1136

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.

 

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 240.14d-2(b)
  
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:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value of $0.001 per share   LTRN   Nasdaq Capital Market

 

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 1.01 Entry into a Material Definitive Agreement.

 

On May 12, 2026, Lantern Pharma Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with institutional investors, pursuant to which the Company agreed to issue and sell to such investors in a registered direct offering (i) 1,454,175 shares (the “Common Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company, at an offering price of $2.06 per share, and (ii) pre-funded warrants to purchase up to 681,748 shares of Common Stock (the “Pre-Funded Warrants”) in lieu of the Common Shares, at an offering price of $2.0599 (such registered direct offering, the “Offering”). The closing of the Offering occurred on May 14, 2026.

 

In addition, in a concurrent private placement, the Company issued to such investors warrants to purchase up to 2,135,923 shares of Common Stock (the “Purchase Warrants”), at an exercise price of $2.27 per share. The Purchase Warrants and the shares of Common Stock issuable upon the exercise of such Purchase Warrants (the “Purchase Warrant Shares”) were offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506(b) of Regulation D promulgated thereunder. A holder will not have the right to exercise any portion of the Purchase Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Purchase Warrants. However, any holder may increase or decrease such percentage, provided that any increase will not be effective until the 61st day after such election. The Purchase Warrants are exercisable six months following the initial issuance date and expire five years following the initial exercise date.

 

The Company agreed to file a registration statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) relating to the offer and resale by the investors of the Purchase Warrant Shares within 30 days of the effective date of the Purchase Agreement and to use commercially reasonable efforts to cause such registration statement to become effective within 60 days following the closing of the offering (or 90 days in the event of a full SEC review).

 

Moreover, the Purchase Agreement provides the investors with the right, subject to specified conditions, to participate on the same terms as other investors in certain future equity financing of the Company’s contemplated subsidiary composed of the AI platform, withZeta.ai, and related technologies, for a limited period following such subsidiary’s public emergence, up to an aggregate of 30% of such financing, excluding certain exempt issuances. The Company has agreed to cause such subsidiary to assume these obligations and if such subsidiary is not timely formed or does not complete its public emergence within the specified timeframes, similar participation rights will apply to certain future equity financings of the Company.

 

In addition, the Purchase Agreement restricts the Company, for a period of two years following the closing of the offering, from entering into or effecting any “Variable Rate Transaction,” which generally includes issuances of securities where the conversion, exercise, or issuance price is variable, subject to future adjustment, or based on the trading price of the Company’s common stock, as well as equity line or similar facilities permitting future issuances at indeterminate prices. The Purchase Agreement provides that sales of the Company’s common stock under an at-the-market facility on or after the 75th day following the closing of the offering does not constitute a Variable Rate Transaction.

 

Each Pre-Funded Warrant entitles the holder to purchase one share (“Pre-Funded Warrant Share”) of Common Stock. The Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal consideration of $0.0001 per share of Common Stock at any time until all of the Pre-Funded Warrants are exercised in full.

 

Pursuant to an engagement letter dated April 20, 2026, Rodman and Renshaw, LLC (“Placement Agent”) acted as the sole placement agent for the Offering. In consideration for the Placement Agent serving as the placement agent for the Offering, the Company paid the Placement Agent a cash fee equal to 7% of the aggregate gross proceeds of the Offering and reimbursed the Placement Agent for certain expenses and legal fees. In addition, the Company issued to the Placement Agent or its designees warrants to purchase 5% of the Common Shares (or Pre-Funded Warrants in lieu thereof) sold in the Offering (the “Placement Agent Warrants”). The Placement Agent Warrants have substantially the same terms as the Purchase Warrants except that the Placement Agent Warrants have an exercise price of $2.575 (125% of Common Share purchase price) and will expire on the fifth anniversary of the commencement of sales in the Offering. The Company has also agreed to pay the Placement Agent a cash fee of 3.0% of the gross exercise price paid in cash with respect to the exercise of any Purchase Warrants issued in the concurrent private placement.

 

The Common Shares, the Pre-Funded Warrants and Pre-Funded Warrant Shares were offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-279718) that was declared effective by the SEC on June 10, 2024, and a prospectus supplement that was filed with the SEC on May 14, 2026 in connection with the Offering.

 

The Company received gross proceeds of approximately $4.4 million from the Offering, before deducting Offering expenses payable by the Company, including the Placement Agent’s fees. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

 

The Securities Purchase Agreement, form of the Pre-Funded Warrant, form of the Purchase Warrant and form of the Placement Agent Warrant are filed as exhibits to this Current Report on Form 8-K (this “Form 8-K”) and are incorporated by reference herein.

 

The Company issued press releases announcing the pricing and closing of the Offering on May 13, 2026 and May 14, 2026, respectively. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

 

A copy of the legal opinion and consent of Greenberg Traurig, LLP relating to the Common Shares, Pre-Funded Warrants and Pre-Funded Warrant Shares is attached hereto as Exhibit 5.1.

 

 

 

 

Item 3.02 Unregistered Sale of Equity Securities.

 

The applicable information set forth in Item 1.01 of this Form 8-K with respect to the Purchase Warrants, and the Placement Agent Warrants, and the underlying shares of Common Stock issuable thereunder is incorporated herein by reference.

 

Item 8.01 Other Events.

 

On May 13, 2026, the Company announced, by way of the press release attached hereto as Exhibit 99.1, the pricing of the offering described above and plans to create an independent business entity composed of the AI platform, withZeta.ai, and related technologies and personnel under the leadership of CEO Mr. Panna Sharma. The Company intends to separate its public facing AI technology assets into an independent business entity in order to access dedicated funding sources and potentially realize valuation multiples separate from its primary drug development operations, which such entity may potentially become a newly listed company on a national stock exchange or market. The Company plans on hosting a separate investor webinar and meeting to provide additional details in the coming month.

 

On May 12, 2026, the Company suspended offers and sales of the shares of Common Stock pursuant to the prospectus supplement, dated July 3, 2025, relating to the ATM Sales Agreement, dated July 3, 2025 (the “Sales Agreement”), by and between the Company and ThinkEquity LLC. The Company will not make any sales of shares of Common Stock pursuant to the Sales Agreement unless and until a new prospectus supplement is filed with the SEC; however, the Sales Agreement remains in full force and effect.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

The following exhibits are filed with this report:

 

Exhibit
Number
  Exhibit Description
4.1   Form of Pre-Funded Common Stock Purchase Warrant
4.2   Form of Purchase Warrant
4.3   Form of Placement Agent Warrant
5.1   Legal Opinion of Greenberg Traurig, LLP
10.1   Securities Purchase Agreement
23.1   Consent of Greenberg Traurig, LLP (included in Exhibit 5.1)
99.1   Press release dated May 13, 2026 announcing the pricing of the Offering
99.2   Press release dated May 14, 2026 announcing the closing of the Offering
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

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.

 

  Lantern Pharma Inc.
     
Dated: May 14, 2026 By: /s/ David Margrave
    David Margrave
    Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

Lantern Pharma Inc. Announces up to $9.25 Million Registered Direct Offering with Existing Holders and a Single Institutional Investor

 

$4.4 million upfront with up to an additional $4.85 million of potential aggregate gross proceeds upon the exercise in full of the warrants

 

Offering priced at the closing price with unregistered warrants exercisable at a 10% premium to the close and non-exercisable for the first six months

 

DALLAS—(BUSINESS WIRE)—Lantern Pharma Inc. (NASDAQ: LTRN) (“Lantern” or the “Company”), a clinical-stage AI-driven precision oncology company developing targeted and transformative cancer therapies using its proprietary AI and machine learning platforms with multiple clinical stage drug programs, today announced that it has entered into a definitive agreement for the purchase and sale of an aggregate of 2,135,923 shares of its common stock (or pre-funded warrants in lieu thereof) at a purchase price of $2.06 per share (or pre-funded warrant in lieu thereof) in a registered direct offering. In addition, in a concurrent private placement, the Company will issue unregistered warrants to purchase up to 2,135,923 shares of common stock. The warrants will have an exercise price of $2.27 per share, will be exercisable six months following the initial issuance date, and will expire five years following the initial exercise date. The closing of the offering is expected to occur on or about May 14, 2026, subject to the satisfaction of customary closing conditions.

 

The Company has also communicated plans to create an independent business entity composed of the AI platform, withZeta.ai, and related technologies and personnel under the leadership of CEO Mr. Panna Sharma. The Company intends to separate its public facing clinically trained AI agent into an independent business entity in order to access dedicated funding sources and potentially realize valuation multiples separate from its drug development operations, which such entity the Company anticipates will become a newly listed company on a national stock exchange or market. Ryan Lane, from Empery Asset Management, whose funds led the financing round, commented: “We started using the AI platform shortly after its public release and have found the prompt results exceptionally useful for our in-house compound viability analysis versus generic LLM models. We believe with additional funding, withZeta will become a leading AI co-scientist for investors and biotech executives.”

 

The Company plans on hosting a separate investor webinar and meeting to provide additional details in the coming month.

 

Rodman & Renshaw LLC is acting as the exclusive placement agent for the offering.

 

The aggregate gross proceeds to the Company from the offering are expected to be approximately $4.4 million, before deducting the placement agent fees and other offering expenses payable by the Company. The potential additional gross proceeds from the unregistered warrants, if fully exercised on a cash basis, will be approximately $4.85 million. No assurance can be given that any of the warrants will be exercised. The Company currently intends to use the net proceeds from the offering for working capital and other general corporate purposes.

 

 

 

 

The shares of common stock (or pre-funded warrants in lieu thereof) (but not the warrants issued in the private placement or the shares of common stock underlying such warrants) are being offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-279718) filed with the Securities and Exchange Commission (“SEC”) on May 24, 2024, and became effective on June 10, 2024. The registered direct offering of the shares of common stock (or pre-funded warrants in lieu thereof) is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying prospectus relating to the shares of common stock (or pre-funded warrants in lieu thereof) being offered in the registered direct offering will be filed with the SEC and be available at the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the registered direct offering may also be obtained, when available, by contacting Rodman & Renshaw LLC at 600 Lexington Avenue, 32nd Floor, New York, NY 10022, by telephone at (212) 540-4414, or by email at info@rodm.com.

 

The warrants described above are being issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

 

About Lantern Pharma

 

Lantern Pharma (NASDAQ: LTRN) is a clinical-stage AI-driven precision oncology company transforming the cost, pace, and timeline of oncology drug discovery and development. The company’s proprietary AI and machine learning platform, RADR®, now operationalized through withZeta.ai, leverages billions of data points and advanced computational methods to rapidly uncover biomarker signatures and accelerate the development of targeted oncology therapies for difficult-to-treat cancers, including those of the central nervous system. Lantern is currently advancing a pipeline of small molecule drug candidates and an antibody-drug conjugate program focused on multiple solid tumor and hematologic malignancies. For more information, visit:

 

Website: www.lanternpharma.com

 

LinkedIn: https://www.linkedin.com/company/lanternpharma/

 

X: @lanternpharma

 

 

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among other things, statements relating to the ability of the Company to consummate the offering, the satisfaction of the closing conditions of the offering, the intended use of proceeds from the offering, the exercise of the warrants prior to their expiration, and the listing of an independent business entity of the Company on a on a national stock exchange or market.

 

Any statements that are not statements of historical fact (including, without limitation, statements that use words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “model,” “objective,” “aim,” “upcoming,” “should,” “will,” “would,” or the negative of these words or other similar expressions) should be considered forward-looking statements. There are a number of important factors that could cause our actual results to differ materially from those indicated by the forward-looking statements, such as (i) the risk that the Company may not be able to secure sufficient future funding when needed and as required to advance and support our existing and planned development programs and operations, (ii) the risk that observations in preclinical studies and early or preliminary observations in clinical studies do not ensure that later observations, studies and development will be consistent or successful, (iii) the risk that our research and the research of our collaborators may not be successful, (iv) the risk that our AI platform commercialization efforts, including withZeta.ai, may not generate the anticipated revenue or achieve the expected market adoption, (v) the risk that none of our product candidates has received FDA marketing approval, and we may not be able to successfully initiate, conduct, or conclude clinical testing for or obtain marketing approval for our product candidates, (vi) the risk that no drug product based on our proprietary AI platforms has received FDA marketing approval or otherwise been incorporated into a commercial product, (vii) market and other conditions, and (viii) those other factors set forth in the Risk Factors section in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 30, 2026.

 

You may access our Annual Report on Form 10-K for the year ended December 31, 2025 under the investor SEC filings tab of our website at http://www.lanternpharma.com/ or on the SEC’s website at http://www.sec.gov/. Given these risks and uncertainties, the Company can give no assurances that our forward-looking statements will prove to be accurate, or that any other results or events projected or contemplated by our forward-looking statements will in fact occur, and the Company cautions investors not to place undue reliance on these statements. All forward-looking statements in this press release represent our judgment as of the date hereof, and, except as otherwise required by law, the Company disclaim any obligation to update any forward-looking statements to conform the statement to actual results or changes in our expectations.

 

Contacts

 

Investor Contact
Investor Relations
ir@lanternpharma.com
+1-972-277-1136

 

 

 

 

Exhibit 99.2

 

Lantern Pharma Inc. Announces Closing of up to $9.25 Million Registered Direct Offering with Existing Holders and a Single Institutional Investor

 

$4.4 million upfront with up to an additional $4.85 million of potential aggregate gross proceeds upon the exercise in full of the warrants

 

Offering priced at the closing price with unregistered warrants exercisable at a 10% premium to the close and non-exercisable for the first six months

 

DALLAS, TEXAS — (BUSINESS WIRE) — May 14, 2026 – Lantern Pharma Inc. (NASDAQ: LTRN) (“Lantern” or the “Company”), a clinical-stage AI-driven precision oncology company developing targeted and transformative cancer therapies using its proprietary AI and machine learning platforms with multiple clinical stage drug programs, today announced the closing of its previously announced registered direct offering of 2,135,923 shares of its common stock (or pre-funded warrants in lieu thereof) at a purchase price of $2.06 per share (or pre-funded warrant in lieu thereof). In addition, in a concurrent private placement, the Company issued unregistered warrants to purchase up to 2,135,923 shares of common stock. The warrants have an exercise price of $2.27 per share, are exercisable six months following the initial issuance date, and will expire five years following the initial exercise date.

 

Rodman & Renshaw LLC acted as the exclusive placement agent for the offering.

 

The aggregate gross proceeds to the Company from the offering were approximately $4.4 million, before deducting the placement agent fees and other offering expenses payable by the Company. The potential additional gross proceeds from the unregistered warrants, if fully exercised on a cash basis, will be approximately $4.85 million. No assurance can be given that any of the warrants will be exercised. The Company currently intends to use the net proceeds from the offering for working capital and other general corporate purposes.

 

The shares of common stock (or pre-funded warrants in lieu thereof) (but not the warrants issued in the private placement or the shares of common stock underlying such warrants) were offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-279718) filed with the Securities and Exchange Commission (“SEC”) on May 24, 2024, and became effective on June 10, 2024. The registered direct offering of the shares of common stock (or pre-funded warrants in lieu thereof) was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying prospectus relating to the shares of common stock (or pre-funded warrants in lieu thereof) offered in the registered direct offering were filed with the SEC and are available at the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the registered direct offering may also be obtained by contacting Rodman & Renshaw LLC at 600 Lexington Avenue, 32nd Floor, New York, NY 10022, by telephone at (212) 540-4414, or by email at info@rodm.com.

 

The warrants described above were issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

 

 
 

 

About Lantern Pharma

 

Lantern Pharma (NASDAQ: LTRN) is a clinical-stage AI-driven precision oncology company transforming the cost, pace, and timeline of oncology drug discovery and development. The company’s proprietary AI and machine learning platform, RADR®, now operationalized through withZeta.ai, leverages billions of data points and advanced computational methods to rapidly uncover biomarker signatures and accelerate the development of targeted oncology therapies for difficult-to-treat cancers, including those of the central nervous system. Lantern is currently advancing a pipeline of small molecule drug candidates and an antibody-drug conjugate program focused on multiple solid tumor and hematologic malignancies. For more information, visit:

 

www.lanternpharma.com

 

LinkedIn: https://www.linkedin.com/company/lanternpharma/

 

X: @lanternpharma

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among other things, statements relating to the use of proceeds from the offering and the exercise of the warrants prior to their expiration.

 

Any statements that are not statements of historical fact (including, without limitation, statements that use words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “model,” “objective,” “aim,” “upcoming,” “should,” “will,” “would,” or the negative of these words or other similar expressions) should be considered forward-looking statements. There are a number of important factors that could cause our actual results to differ materially from those indicated by the forward-looking statements, such as (i) the risk that the Company may not be able to secure sufficient future funding when needed and as required to advance and support our existing and planned development programs and operations, (ii) the risk that observations in preclinical studies and early or preliminary observations in clinical studies do not ensure that later observations, studies and development will be consistent or successful, (iii) the risk that our research and the research of our collaborators may not be successful, (iv) the risk that our AI platform commercialization efforts, including withZeta.ai, may not generate the anticipated revenue or achieve the expected market adoption, (v) the risk that none of our product candidates has received FDA marketing approval, and we may not be able to successfully initiate, conduct, or conclude clinical testing for or obtain marketing approval for our product candidates, (vi) the risk that no drug product based on our proprietary AI platforms has received FDA marketing approval or otherwise been incorporated into a commercial product, (vii) market and other conditions, and (viii) those other factors set forth in the Risk Factors section in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 30, 2026.

 

You may access our Annual Report on Form 10-K for the year ended December 31, 2025 under the investor SEC filings tab of our website at http://www.lanternpharma.com/ or on the SEC’s website at http://www.sec.gov/. Given these risks and uncertainties, the Company can give no assurances that our forward-looking statements will prove to be accurate, or that any other results or events projected or contemplated by our forward-looking statements will in fact occur, and the Company cautions investors not to place undue reliance on these statements. All forward-looking statements in this press release represent our judgment as of the date hereof, and, except as otherwise required by law, the Company disclaims any obligation to update any forward-looking statements to conform the statement to actual results or changes in our expectations.

 

Investor Contact

 

Investor Relations

 

ir@lanternpharma.com

 

+1-972-277-1136

 

 

FAQ

What capital did Lantern Pharma (LTRN) raise in the May 2026 offering?

Lantern Pharma raised approximately $4.4 million in gross proceeds through a registered direct offering. The deal combined common shares and pre-funded warrants, and was paired with unregistered warrants that could bring in about $4.85 million more if fully exercised for cash.

How many Lantern Pharma (LTRN) shares and warrants were issued in the deal?

Lantern issued 1,454,175 common shares and pre-funded warrants for up to 681,748 shares at closing. In a concurrent private placement, it also issued unregistered warrants to purchase up to 2,135,923 additional shares of common stock at a set exercise price.

What are the key terms of the new Lantern Pharma warrants?

The unregistered Purchase Warrants have a $2.27 per share exercise price, become exercisable six months after issuance, and expire five years after first exercise. They include 4.99% or 9.99% beneficial ownership caps that limit how much stock any holder can own after exercising.

How will Lantern Pharma (LTRN) use the proceeds from this financing?

Lantern currently intends to use the net proceeds from the approximately $4.4 million offering for working capital and other general corporate purposes. This typically covers ongoing operating expenses and development efforts across its oncology and AI-driven programs.

What is Lantern Pharma’s plan for its withZeta.ai AI platform business?

Lantern intends to separate its withZeta.ai AI platform, related technologies, and personnel into an independent business entity. The goal is to access dedicated funding sources and potentially achieve a separate valuation, with the new entity anticipated to seek listing on a national stock exchange or market.

Did Lantern Pharma change its at-the-market (ATM) program in this 8-K?

Lantern suspended offers and sales under its ATM program prospectus supplement dated July 3, 2025. The underlying Sales Agreement with ThinkEquity LLC remains in effect, but Lantern will not sell shares under it unless and until a new prospectus supplement is filed with the SEC.

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