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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): September 28, 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
September 28, 2026, Lantern Pharma Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with an institutional investor, pursuant to which the Company agreed to issue and sell to such investor in a registered
direct offering (i) 1,469,725 shares (the “Common Shares”) of common stock, par value $0.0001 per share (the “Common
Stock”), of the Company, at an offering price of $1.09 per share, and (ii) pre-funded warrants to purchase up to 2,200,000
shares of Common Stock (the “Pre-Funded Warrants”)
in lieu of the Common Shares, at an offering price of $1.0899 (such registered direct offering, the “Offering”). The closing
of the Offering occurred
on September 30, 2026.
In
addition, in a concurrent private placement, the Company issued to
such investor warrants to purchase up to 3,669,725 shares of Common Stock (the “Purchase Warrants”), at an exercise price
of $1.09 per share. The Purchase Warrants and the shares of Common Stock issuable upon the exercise of such Purchase Warrants are being
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 will become exercisable upon
receipt of stockholder approval, or Stockholder
Approval, of the issuance of the shares of common stock issuable upon exercise of the Purchase Warrants
and expire five years following the initial exercise date. We have agreed to seek Stockholder Approval no later than ninety (90) days
following September 28, 2026 at our next annual or special meeting of stockholders, with the recommendation of our Board of Directors
that such proposal is approved, and we shall either (i) obtain a written consent in lieu of a meeting from our stockholders or (ii) solicit
proxies from our stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and
all management appointed proxyholders shall vote their proxies in favor of such proposals. In the case of an annual or special meeting
of stockholders, if we do not obtain Stockholder Approval at the first annual or special meeting, we shall call a meeting every ninety
(90) days thereafter to seek Stockholder Approval until the earlier of the date on which Stockholder Approval is obtained or the purchase
warrants are no longer outstanding.
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 September 28, 2026,
Rodman & Renshaw,
LLC (the “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 $1.3625 per share
(125% of Common Share purchase price) and will expire on the
fifth anniversary of Stockholder Approval. The Company has agreed to file a resale registration statement
with the Securities and Exchange Commission for the shares underlying the Placement Agent Warrants. 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 Securities
and Exchange Commission on June 10, 2024, and a prospectus supplement that was filed with the Securities
and Exchange Commission on September 30, 2026 in
connection with the Offering.
The
Company received gross
proceeds of approximately $4.0 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 September 29, 2026 and September 30, 2026, respectively. Copies
of the 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.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein,
nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state.
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
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 September 29, 2026 announcing the pricing of the Offering |
| 99.2 |
|
Press
release dated September 30, 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: September 30, 2026 |
By: |
/s/
David Margrave |
| |
|
David Margrave |
| |
|
Chief Financial Officer |
Exhibit
99.1
Lantern
Pharma Inc. Announces up to $8 Million Registered Direct Offering
$4
million upfront with up to an additional $4 million of potential aggregate gross proceeds upon the exercise in full of the warrants
DALLAS,
TEXAS — (BUSINESS WIRE) — September 29, 2026 – Lantern Pharma Inc. (NASDAQ: LTRN) (“Lantern”, the “Company”
or “we”), a clinical-stage, AI-native biopharma company using artificial intelligence and genomic data to develop precision
oncology therapies, today announced that it has entered into a definitive agreement for the purchase and sale of an aggregate of 3,669,725
shares of its common stock (or pre-funded warrants in lieu thereof) at a purchase price of $1.09 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 3,669,725 shares of common stock. The warrants will have an exercise price of $1.09 per share, will be exercisable
beginning on the effective date of, and subject to, approval by the Company’s stockholders of the issuance of the shares of common
stock upon exercise of the unregistered warrants (the “Stockholder Approval”), and will expire five years following the Stockholder
Approval. The closing of the offering is expected to occur on or about September 30, 2026, subject to the satisfaction of customary closing
conditions.
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 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 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.
| www.lanternpharma.com |
(Nasdaq: LTRN) |
About
Lantern Pharma
Lantern
Pharma (NASDAQ: LTRN) is a clinical-stage biopharmaceutical company leveraging its proprietary RADR® artificial intelligence and
machine-learning platform to transform the cost, pace, and precision of oncology drug development. By integrating large-scale genomic
and biological data with advanced machine learning, RADR® is designed to identify the patients most likely to benefit from Lantern’s
therapies and to guide biomarker-driven clinical development. The company’s pipeline includes LP-184 (zirdafulven), LP-300, and
LP-284, along with its central-nervous-system-focused subsidiary, Starlight Therapeutics, and its AI subsidiary, Open Medicine AI. For
more information, visit www.lanternpharma.com.
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 receipt of Stockholder Approval.
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 we 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 Open-Medicine
AI commercialization efforts may not generate the anticipated revenue or achieve the expected market adoption, (v) the risk that implementation
of our development plans and new features for Open-Medicine AI may not be successful or may take longer than anticipated for development,
completion, and release, (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) the risk that ongoing partnership and collaborations discussions may
not result in definitive agreements on acceptable terms or at all, (viii) market and other conditions, and (ix) technical, scientific,
regulatory, financial, competitive, and operational risks and 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 www.lanternpharma.com
or on the SEC’s website at www.sec.gov. Given these risks and uncertainties, we 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 we caution 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, we disclaim any obligation to update
any forward-looking statements to conform the statement to actual results or changes in our expectations.
Media
& Investor Contacts
Lantern
Pharma — Investor Relations
Email:
IR@lanternpharma.com
Phone:
(972) 277-1136
| www.lanternpharma.com |
(Nasdaq: LTRN) |
Exhibit
99.2
Lantern
Pharma Inc. Announces Closing of up to $8 Million Registered Direct Offering
$4
million upfront with up to an additional $4 million of potential aggregate gross proceeds upon the exercise in full of the warrants
DALLAS,
TEXAS — (BUSINESS WIRE) — September 30, 2026 – Lantern Pharma Inc. (NASDAQ: LTRN) (“Lantern”, the “Company”
or “we”), a clinical-stage, AI-native biopharma company using artificial intelligence and genomic data to develop precision
oncology therapies, today announced the closing of its previously announced registered direct offering of 3,669,725 shares of its common
stock (or pre-funded warrants in lieu thereof) at a purchase price of $1.09 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 3,669,725 shares of common stock. The warrants
have an exercise price of $1.09 per share, are exercisable beginning on the effective date of, and subject to, approval by the Company’s
stockholders of the issuance of the shares of common stock upon exercise of the unregistered warrants (the “Stockholder Approval”)
and will expire five years following the Stockholder Approval.
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 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 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) being 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 biopharmaceutical company leveraging its proprietary RADR® artificial intelligence and
machine-learning platform to transform the cost, pace, and precision of oncology drug development. By integrating large-scale genomic
and biological data with advanced machine learning, RADR® is designed to identify the patients most likely to benefit from Lantern’s
therapies and to guide biomarker-driven clinical development. The company’s pipeline includes LP-184 (zirdafulven), LP-300, and
LP-284, along with its central-nervous-system-focused subsidiary, Starlight Therapeutics, and its AI subsidiary, Open Medicine AI. For
more information, visit www.lanternpharma.com.
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 intended use of proceeds from the offering, the exercise of the warrants prior to their expiration, and the receipt of Stockholder
Approval.
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 we 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 Open-Medicine
AI commercialization efforts may not generate the anticipated revenue or achieve the expected market adoption, (v) the risk that implementation
of our development plans and new features for Open-Medicine AI may not be successful or may take longer than anticipated for development,
completion, and release, (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) the risk that ongoing partnership and collaborations discussions may
not result in definitive agreements on acceptable terms or at all, (viii) market and other conditions, and (ix) technical, scientific,
regulatory, financial, competitive, and operational risks and those other factors set forth in the Risk Factors sections 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 and in
our prospectus supplement and the accompanying prospectus relating to the registered direct offering filed with the Securities and Exchange
Commission on September 30, 2026.
You
may access our Annual Report on Form 10-K for the year ended December 31, 2025 and the aforementioned prospectus supplement and the accompanying
prospectus under the investor SEC filings tab of our website at www.lanternpharma.com or on the SEC’s website at www.sec.gov. Given
these risks and uncertainties, we 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 we caution 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, we disclaim any obligation to update any forward-looking statements to conform the statement
to actual results or changes in our expectations.
Media
& Investor Contacts
Lantern
Pharma — Investor Relations
Email:
IR@lanternpharma.com
Phone:
(972) 277-1136
