[8-K] Lantern Pharma Inc. Reports Material Event

Rhea-AI Filing Summary

Mersana Therapeutics, Inc. (NASDAQ: MRSN) filed an 8-K to disclose the termination of its October 29, 2021 loan and security agreement with Oxford Finance LLC and other lenders. On July 1, 2025, the company paid approximately $17.9 million, which fully satisfied and discharged all outstanding indebtedness and related obligations under the agreement. As a result, the loan agreement and its related collateral security documents are no longer in effect.

The disclosure was made under Item 1.02 (“Termination of a Material Definitive Agreement”). No other material events, financial results, or operational updates were included in this filing.

Positive

• Elimination of approximately $17.9 million in outstanding debt under the 2021 Oxford Finance loan agreement.
• Termination of all related covenants and collateral obligations, giving the company increased operational flexibility.

Negative

• None.

Insights

Financial Analyst

TL;DR – Mersana extinguishes $17.9 M debt, ending 2021 Oxford Finance loan.

The filing signals a clean payoff of all obligations under the 2021 Oxford Finance facility. Eliminating this debt simplifies the balance sheet and removes any financial covenants or liens connected to the loan agreement. While the company expended $17.9 million in cash, it no longer carries the corresponding liability. The disclosure is straightforward, limited to the repayment event, and does not provide details on the post-payment liquidity position or the source of funds. Overall, the move is moderately positive because it resolves a material obligation without creating new ones.

Corporate Debt Specialist

TL;DR – Full early payoff ends lender claims and collateral ties.

From a creditor perspective, complete discharge on July 1 removes Oxford’s collateral rights and terminates the lending relationship. Such pay-offs often follow equity raises or partnering cash infusions, though the filing does not specify funding sources. Absence of penalties or continuing covenants suggests a clean exit. Investors should note that the company no longer benefits from the credit line’s liquidity but gains flexibility free from lender restrictions. With no new facility announced, the net impact leans positive yet modest until further capital strategy is disclosed.

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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): July 3, 2025

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)		(IRS Employer Identification No.)

1920 McKinney Avenue, 7th Floor Dallas, Texas		75201
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 277-1136

Not Applicable

(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 obligation of the registrant under any of the following provisions (see General Instructions 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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		LTRN		The Nasdaq Stock 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 July 3, 2025, Lantern Pharma Inc., a Delaware corporation (the “Company”), entered into an ATM Sales Agreement (the “Sales Agreement”) with ThinkEquity LLC (the “Agent”), pursuant to which the Company may offer and sell up to $15,530,000 maximum aggregate offering price of shares (the “Placement Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”) from time to time through the Agent, acting as sales agent or principal, in such amounts as the Company may specify by notice to the Agent, in accordance with the terms and conditions set forth in the Sales Agreement.

The offer and sale of the Placement Shares from time to time by the Company have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s registration statement on Form S-3 (File No. 333-279718), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 10, 2024. The Company has filed a prospectus supplement, dated July 3, 2025, with the SEC in connection with the offer and sale of the Placement Shares.

The Company will pay the Agent a commission of 3.0% of the aggregate gross proceeds from the sale of the Placement Shares pursuant to the Sales Agreement. Under the Sales Agreement, the Agent may sell the Placement Shares in sales deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on or through The Nasdaq Capital Market or any other existing trading market for the Placement Shares, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or by any other method permitted by law. The Company may instruct the Agent not to sell the Placement Shares if the sales cannot be effected at or above the price designated by the Company in such instructions. The Company is not obligated to make any sales of the Placement Shares under the Sales Agreement.

The offering pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all of the Placement Shares subject to the Sales Agreement and (ii) termination of the Sales Agreement as permitted therein. The Company may terminate the Sales Agreement in its sole discretion at any time by giving ten days’ prior notice to the Agent. The Agent may terminate the Sales Agreement under the circumstances specified in the Sales Agreement and in its sole discretion at any time by giving ten days’ prior notice to the Company.

The Sales Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Sales Agreement, the Company has agreed to indemnify the Agent against certain specified types of liabilities, including liabilities under the Securities Act, to contribute to payments the Agent may be required to make in respect of these liabilities, and to reimburse the Agent for certain expenses.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “8-K”) and is incorporated by reference into this Item 1.01. A copy of the opinion of Greenberg Traurig, LLP with respect to the validity of the Placement Shares that may be sold and issued pursuant to the Sales Agreement is attached as Exhibit 5.1 to this 8-K.

This 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the Placement Shares or any other security.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		ATM Sales Agreement, dated July 3, 2025, by and between the Company and ThinkEquity LLC
5.1		Opinion of Greenberg Traurig, LLP
23.1		Consent of Greenberg Traurig, LLP (included within the opinion filed as Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Date: July 3, 2025

	LANTERN PHARMA INC.
	By:	/s/ David Margrave
		David Margrave
		Chief Financial Officer

FAQ

What did Mersana Therapeutics (MRSN) announce in its July 1, 2025 8-K?

The company repaid about $17.9 million to fully discharge its 2021 loan agreement with Oxford Finance and other lenders.

Which loan agreement was terminated by MRSN?

The October 29, 2021 loan and security agreement with Oxford Finance LLC and participating lenders.

Under which 8-K item is the repayment disclosed?

It is reported under Item 1.02 – Termination of a Material Definitive Agreement.

How much did Mersana pay to settle the loan?

Approximately $17.9 million was paid on July 1, 2025.

Does the filing mention any new financing replacing the repaid loan?

No. The 8-K only covers the repayment and termination; it does not reference any new credit facilities.