Lantern Pharma proposes 50M authorized common shares
If approved, common-stock authorization would rise to 50 million shares, and stockholders would consider issuance of up to 3,669,725 warrant shares.
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Rhea-AI Filing Summary
Lantern Pharma Inc. is asking stockholders to vote at its December 1, 2026 annual meeting on seven matters: electing six directors; increasing authorized common stock from 25 million to 50 million shares; adding 250,000 shares to the equity plan; and approving issuance of up to 3,669,725 common shares upon exercise of Purchase Warrants. Other proposals cover auditor ratification and advisory votes on named executive compensation and its frequency; the Board recommends “one year” for the frequency vote.
As of October 5, 2026, 14,935,576 common shares were outstanding, with 281,597 authorized shares unissued and unreserved. The authorization amendment would not immediately dilute existing holders, though Lantern says future issuances may dilute earnings per share and stockholders’ equity or voting rights. The plan increase is subject to stockholder approval. The Purchase Warrants have a $1.09 exercise price and cannot be exercised until stockholders approve the share issuance; if approved, they expire five years after that approval.
Filing Explained
Lantern closed the
Key Figures
Key Terms
Purchase Warrants financial
pre-funded warrants financial
broker non-vote regulatory
proxy access regulatory
Minimum Price regulatory
FAQ
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When is LTRN’s 2026 annual meeting, and which stockholders can vote?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
| Filed by Registrant | ☒ |
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☒ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
October 19, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (which we refer to as the “Annual Meeting”) of Lantern Pharma Inc., a Delaware corporation (which we refer to as “Lantern,” “we,” “us,” “our,” or the “Company”), to be held at 11:00 a.m. Eastern time, on Tuesday, December 1, 2026.
This year’s Annual Meeting will be conducted via live audio webcast and online stockholder tools. Stockholders will be able to attend and listen to the Annual Meeting live, submit questions and vote their shares electronically at the Annual Meeting from virtually any location around the world.
At the Annual Meeting, you will be asked to consider and vote upon the following proposals to: (1) elect six (6) directors to serve as members of the Board of Directors of the Company until the next annual meeting; (2) adopt an amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized common stock to 50 million shares; (3) approve an amendment to the Second Amended and Restated 2018 Lantern Pharma Inc. Equity Incentive Plan, as amended, to increase the number of shares of the Company’s common stock available for issuance under the plan by an additional 250,000 shares; (4) approval of the issuance of up to 3,669,725 shares of the Company’s common stock issuable upon exercise of purchase warrants sold by us to an institutional investor; (5) ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; (6) approve, on an advisory basis, the compensation of our named executive officers described in the accompanying Proxy Statement; and (7) indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the named executive officers. The accompanying Proxy Statement describes these matters in more detail. We urge you to read this information carefully.
The Board of Directors recommends a vote: FOR each of the six (6) nominees for director named in the Proxy Statement; FOR the adoption of an amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized common stock; FOR the approval of the amendment to the Second Amended and Restated Lantern Pharma Inc. 2018 Equity Incentive Plan, as amended to increase the number of shares of the Company’s common stock available for issuance under the plan; FOR approval of the issuance of shares of the Company’s common stock issuable upon exercise of purchase warrants sold by us to an institutional investor; FOR the ratification of the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; FOR the approval, on an advisory basis, of the compensation of our named executive officers as described in the Proxy Statement; and FOR the indication, on an advisory basis, of “one year” as the preferred frequency of stockholder advisory votes on the compensation of the named executive officers..
Whether or not you plan to attend the Annual Meeting in person, and regardless of the number of shares of Lantern that you own, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to vote your shares of common stock via the Internet or by promptly marking, dating, signing, and returning a proxy card in the envelope provided. Voting over the Internet, or by written proxy, will ensure that your shares are represented at the Annual Meeting.
On behalf of the Board of Directors of Lantern, we thank you for your participation.
| Sincerely, | |
| /s/ Donald J. Keyser | |
| Donald J. Keyser, | |
| Chairman of the Board of Directors |
LANTERN PHARMA INC.
1920 McKinney Avenue, 7th Floor
Dallas, Texas 75201
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON December 1, 2026
The 2026 Annual Meeting of Stockholders (which we refer to as the “Annual Meeting”) of Lantern Pharma Inc., a Delaware corporation (which we refer to as “Lantern,” “we,” “us,” “our,” or the “Company”), will be held on Tuesday, December 1, 2026 at 11:00 a.m. Eastern time. This year’s meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at www.virtualshareholdermeeting.com/LTRN2026. Stockholders will be able to attend and listen to the Annual Meeting live, submit questions and vote their shares electronically at the Annual Meeting from virtually any location around the world. In order to attend and vote at the Annual Meeting, please follow the instructions in the section titled “Voting at the Meeting” on page 3. We will consider and act on the following items of business at the Annual Meeting:
| 1. | To elect six (6) directors to serve as members of the Board of Directors of the Company (which we refer to as our “Board”) until the next annual meeting of stockholders and until their successors are duly elected and qualified. The director nominees named in the Proxy Statement for election to our Board are: Donald Jeff Keyser, Panna Sharma, Vijay Chandru, Maria Maccecchini, Lee T. Schalop, and David S. Silberstein; | |
| 2. | To adopt an amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized common stock to 50 million shares; | |
| 3. | To approve an amendment to the Second Amended and Restated Lantern Pharma Inc. 2018 Equity Incentive Plan, as amended (the “Equity Incentive Plan”) to increase the number of shares of the Company’s common stock available for issuance under the Equity Incentive Plan by an additional 250,000 shares; | |
| 4. | To approve the issuance of up to 3,669,725 shares of the Company’s common stock issuable upon exercise of purchase warrants sold by us to an institutional investor; | |
| 5. | To ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; | |
| 6. | To approve, on an advisory basis, the compensation of our named executive officers; and | |
| 7. | To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the named executive officers. |
We intend to commence mailing the Annual Report, Notice of Meeting, Proxy Statement and Proxy Card on or about October 21, 2026 to all stockholders entitled to vote at the Annual Meeting.
The accompanying Proxy Statement describes each of these items of business in detail. Only stockholders of record at the close of business on October 5, 2026 are entitled to receive notice of, attend and vote at the Annual Meeting or any continuation, postponement or adjournment thereof.
All stockholders as of the record date, or who hold a valid proxy, are cordially invited to attend the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/LTRN2026. To ensure your representation at the Annual Meeting, you are urged to vote your shares of common stock via the Internet or by promptly marking, dating, signing, and returning the proxy card in the envelope provided. Voting instructions are provided on the proxy card and included in the accompanying Proxy Statement. Any stockholder attending the Annual Meeting may vote at the meeting even if he or she previously submitted a proxy. If your shares of common stock are held by a bank, broker or other agent, please follow the instructions from your bank, broker or other agent to have your shares voted.
| /s/ Donald J. Keyser | |
| Donald J. Keyser, | |
| Chairman of the Board of Directors |
Dallas, Texas
October 19, 2026
TABLE OF CONTENTS
| Page | |
| INFORMATION ABOUT THE ANNUAL MEETING | 1 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 6 |
| CORPORATE GOVERNANCE | 9 |
| PROPOSAL NO. 2 ADOPTION OF An amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized common stock to 50 million shares | 13 |
| PROPOSAL NO. 3 approval of an amendment to the Second Amended and Restated Lantern Pharma Inc. 2018 Equity Incentive Plan, as amended to increase the number of shares of common stock available for issuance | 14 |
| PROPOSAL NO. 4 approval OF the issuance of shares of common stock issuable upon exercise of purchase warrants | 21 |
| PROPOSAL NO. 5 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 23 |
| PROPOSAL NO. 6 approval, on an advisory basis, of the compensation of our named executive officers | 25 |
| PROPOSAL NO. 7 indication, on an advisory basis, OF the preferred frequency of stockholder advisory votes on the compensation of OUR named executive officers | 26 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 27 |
| EXECUTIVE OFFICERS AND COMPENSATION | 29 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 35 |
| OTHER MATTERS | 36 |
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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED OCTOBER 8, 2026
LANTERN PHARMA INC.
1920 McKinney Avenue, 7th Floor
Dallas, Texas 75201
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 1, 2026
INFORMATION ABOUT THE ANNUAL MEETING
General
Your proxy is solicited on behalf of the Board of Directors (which we refer to as our “Board”) of Lantern Pharma Inc., a Delaware corporation (which we refer to as “Lantern,” “we,” “us,” “our,” or the “Company”), for use at our 2026 Annual Meeting of Stockholders (which we refer to as the “Annual Meeting”). This year’s meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at www.virtualshareholdermeeting.com/LTRN2026. The Annual Meeting will be held on Tuesday, December 1, 2026, at 11:00 a.m. Eastern time, or at any continuation, postponement or adjournment thereof, for the purposes discussed in this Proxy Statement. Proxies are solicited to give all stockholders of record an opportunity to vote on matters properly presented at the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Stockholders’
Meeting to Be Held Via the Internet at www.virtualshareholdermeeting.com/LTRN2026
on Tuesday, December 1, 2026 at 11:00 a.m. Eastern time
The Annual Report, Notice of Meeting, Proxy Statement and Proxy Card
are available at www.proxyvote.com
We intend to commence mailing this Proxy Statement, the proxy card, the Notice of Annual Meeting, and Annual Report on or about October 21, 2026 to all stockholders entitled to vote at the Annual Meeting. If you would like a hard copy of the proxy materials for this Annual Meeting, or any future stockholder meetings, mailed or emailed to you, please contact us at the above address or at our webpage http://ir.lanternpharma.com/, or telephone us at 972-277-1136 or email us at ir@lanternpharma.com.
How to Attend
You are entitled to attend and participate in the Annual Meeting if you were a stockholder as of the close of business on October 5, 2026, the record date, or hold a valid proxy for the meeting. To attend the Annual Meeting, you must access the meeting website at www.virtualshareholdermeeting.com/LTRN2026 and enter the control number set forth on your proxy card or, if you hold your shares in street name, the control number set forth in the voting instruction form delivered to you by your broker. In order to participate in the virtual meeting, including to vote, ask questions and to view the list of registered stockholders as of the record date during the meeting, you must access the meeting website at www.virtualshareholdermeeting.com/LTRN2026 and enter the control number that may be found on your proxy card or voting instruction form delivered to you by your broker. The meeting webcast will begin promptly at 11:00 a.m. Eastern Time. Online check-in will begin approximately 15 minutes before then and we encourage you to allow ample time for check-in procedures.
Who Can Vote, Outstanding Shares
Record holders of our common stock as of the close of business on October 5, 2026, the record date for the Annual Meeting, are entitled to vote at the Annual Meeting on all matters to be voted upon. As of the record date, there were 14,935,576 shares of our common stock outstanding, each entitled to one vote.
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Voting of Shares
You may vote by attending the Annual Meeting and voting at the meeting or you may vote prior to the Annual Meeting through the Internet or by submitting a proxy. The method of voting by proxy differs for shares held as a record holder and shares held in “street name.” If you hold your shares of common stock as a record holder, you may vote your shares over the Internet or by completing, dating and signing the proxy card and promptly returning the proxy card via mail. If you hold your shares of common stock in street name, which means that your shares are held of record by a broker, bank or other nominee, you will receive a notice from your broker, bank or other nominee that includes instructions on how to vote your shares.
You may vote your shares as follows:
| ● | To vote in person, attend the Annual Meeting and follow the procedures set forth in “Voting at the Meeting”, below. | |
| ● | To vote through the Internet prior to the Annual Meeting, go to www.proxyvote.com and complete an electronic proxy card. You will be asked to provide the control number from the proxy card or, if you hold your shares in street name, the voting instruction form delivered to you by your broker. Your Internet vote must be received by 11:59 p.m., Eastern Time on November 30, 2026 to be counted. | |
| ● | To vote prior to the Annual Meeting using the proxy card delivered to you, simply complete, sign, and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct. | |
| ● | To vote prior to the Annual Meeting using any touch-tone telephone, dial 1-800-690-6903. Have your proxy card or voting instruction form in hand and follow the instructions. |
YOUR VOTE IS VERY IMPORTANT.
You should submit your proxy even if you plan to attend the Annual Meeting. If you properly give your proxy and submit it to us in time to vote, one of the individuals named as your proxy will vote your shares as you have directed. Any stockholder attending the Annual Meeting may vote in person even if he or she previously submitted a proxy.
All shares entitled to vote and represented by properly submitted proxies (including those submitted electronically and in writing) received before the polls are closed at the Annual Meeting, and not revoked or superseded, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies. If no direction is indicated on a proxy, your shares will be voted as follows:
| ● | FOR each of the six (6) nominees for director named in the Proxy Statement; | |
| ● | FOR adoption of an amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized common stock to 50 million shares; | |
| ● | FOR approval of an amendment to the Second Amended and Restated Lantern Pharma Inc. 2018 Equity Incentive Plan, as amended (the “Equity Incentive Plan”) to increase the number of shares of the Company’s common stock available for issuance under the Equity Incentive Plan by an additional 250,000 shares; | |
| ● | FOR approval of the issuance of up to 3,669,725 shares of the Company’s common stock issuable upon exercise of purchase warrants sold by us to an institutional investor; | |
| ● | FOR the ratification of the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; | |
| ● | FOR approval, on an advisory basis, of the compensation of our named executive officers as described in this Proxy Statement; and | |
| ● | FOR the indication, on an advisory basis, of “one year” as the preferred frequency of stockholder advisory votes on the compensation of the named executive officers. |
With respect to any other matter that properly comes before the Annual Meeting or any continuation, postponement or adjournment thereof, the proxy-holders will vote as recommended by our Board or, if no recommendation is given, in their own discretion.
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Revocation of Proxy
If you are a stockholder of record, you may revoke your proxy at any time before your proxy is voted at the Annual Meeting by taking any of the following actions:
| ● | delivering to our corporate secretary a signed written notice of revocation, bearing a date later than the date of the proxy, stating that the proxy is revoked; | |
| ● | signing and delivering a new proxy card, relating to the same shares and bearing a later date than the original proxy card; | |
| ● | submitting another proxy over the Internet (your latest Internet voting instructions are followed); or | |
| ● | attending the Annual Meeting and voting in person, although attendance at the Annual Meeting will not, by itself, revoke a proxy. |
Written notices of revocation and other communications with respect to the revocation of Company proxies should be addressed to:
Lantern Pharma Inc.
1920 McKinney Avenue, 7th Floor
Dallas, Texas 75201
Attention: Corporate Secretary
If your shares are held in “street name,” you may change your vote by submitting new voting instructions to your broker, bank or other nominee. You must contact your broker, bank or other nominee to find out how to do so. See below regarding how to vote in person if your shares are held in street name.
Voting at the Meeting
If you are a stockholder of record or hold your shares of common stock in street name, you can vote at the virtual Annual Meeting by accessing the meeting website at www.virtualshareholdermeeting.com/LTRN2026, entering the control number found on your proxy card or, if you hold your shares of common stock in street name, entering the control number on the voting instruction form delivered to you by your broker and following the instructions on the website for voting at the Annual Meeting.
Additional information regarding the rules and procedures for participating in the Annual Meeting will be set forth in our meeting rules of conduct, which stockholders can view during the meeting at the meeting website. We will also post a recording of the meeting on our investor relations website, which will be available for replay following the meeting for 60 days.
Quorum and Votes Required
The inspector of election appointed for the Annual Meeting will tabulate votes cast by proxy or in person at the Annual Meeting. The inspector of election will also determine whether a quorum is present. In order to constitute a quorum for the conduct of business at the Annual Meeting, not less than one-third (33.33%) of the voting power of all of the shares of the stock entitled to vote at the Annual Meeting must be present in person or represented by proxy at the Annual Meeting. Shares that abstain from voting on any proposal, or that are represented by broker non-votes (as discussed below), will be treated as shares that are present and entitled to vote at the Annual Meeting for purposes of determining whether a quorum is present. If there is no quorum, the Chair of the Annual Meeting or the holders of a majority of the shares present at the Annual Meeting in person or represented by proxy and entitled to vote may adjourn the Annual Meeting to another date.
A broker non-vote occurs when a broker, bank or other agent holding shares for a beneficial owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares for certain non-routine matters. Under the rules of the New York Stock Exchange, or NYSE, brokers, banks, and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. When a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.” We believe that Proposals 1, 3, 4, 6 and 7 will be non-routine items under the NYSE rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore we expect broker non-votes on Proposals 1, 3, 4, 6 and 7. We believe Proposals 2 and 5 will be routine items under the NYSE rules and there should be no broker non-votes with respect to those items.
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Set forth below is the voting requirement for each of the seven (7) proposals to be voted on at the meeting:
Proposal No. 1: Election of Directors. A plurality of the votes cast by the holders of shares entitled to vote in the election of directors at the Annual Meeting is required for the election of directors. Accordingly, the six (6) director nominees receiving the highest number of votes will be elected. Abstentions and broker non-votes will not have any effect on the outcome of the election of directors.
Proposal No. 2: Amendment to Certificate of Incorporation to Increase Authorized Shares of Common Stock. The affirmative vote of the holders of a majority of the shares of our common stock present in person or represented by proxy and entitled to vote at the Annual Meeting is required for the adoption of an amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized common stock (Proposal 2). We believe that brokers will have discretionary authority to vote on the adoption of an amendment to increase the Company’s authorized common stock and, therefore, we do not expect there to be broker non-votes resulting from the vote on Proposal No. 2. An abstention on Proposal 2 will have the same effect as a vote against Proposal 2.
Proposal No. 3: Amendment to Equity Incentive Plan. The affirmative vote of the holders of a majority of the shares of our common stock present in person or represented by proxy and entitled to vote at the Annual Meeting is required for the approval of the amendment of the Equity Incentive Plan (Proposal 3). An abstention on Proposal 3 will have the same effect as a vote against Proposal 3. A broker non-vote will not be counted as present and entitled to vote at the Annual Meeting and, therefore, will not have any effect on Proposal 3.
Proposal No. 4: Approval of the Issuance of Shares of Common Stock Issuable Upon Exercise of Purchase Warrants. The affirmative vote of the holders of a majority of the shares of our common stock present in person or represented by proxy and entitled to vote at the Annual Meeting is required for the approval of Proposal 4, provided, as more fully described in Proposal 4, the holder of the Purchase Warrants will not be entitled to vote the 1,469,725 shares of common stock issued to it in connection with its acquisition of the Purchase Warrants. An abstention on Proposal 4 will have the same effect as a vote against Proposal 4. A broker non-vote will not be counted as present and entitled to vote at the Annual Meeting and, therefore, will not have any effect on Proposal 4.
Proposal No. 5: Ratification of Independent Registered Public Accounting Firm. The affirmative vote of the holders of a majority of the votes present and entitled to vote at the Annual Meeting is required for the ratification of the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. We believe that brokers will have discretionary authority to vote on the ratification of our independent registered public accounting firm and, therefore, we do not expect there to be broker non-votes resulting from the vote on Proposal No. 5. Abstentions in connection with Proposal No. 5 will have the same effect as a vote against Proposal 5.
Proposal No. 6: Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers. The affirmative vote of the holders of a majority of the shares of our common stock present in person or represented by proxy and entitled to vote at the Annual Meeting is required for the approval of Proposal 6. An abstention on Proposal 6 will have the same effect as a vote against Proposal 6. A broker non-vote will not be counted as present and entitled to vote at the Annual Meeting and, therefore, will not have any effect on Proposal 6.
Proposal No. 7: Indication, on an Advisory Basis, of the Preferred Frequency of Stockholder Advisory Votes on the Compensation of Our Named Executive Officers. The option among every year, every two years and every three years that receives the highest number of votes from the holders of shares present in person or represented by proxy and entitled to vote on the matter at the Annual Meeting will be deemed to be the frequency preferred by our stockholders. Abstentions and broker non-votes will not have any effect on the outcome of Proposal 7.
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We will also consider any other business that properly comes before the Annual Meeting, or any adjournment or postponement thereof. As of the record date, we are not aware of any other matters to be submitted for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons designated as proxies will vote the shares as recommended by our Board or, if no recommendation is given, in their own discretion.
Solicitation of Proxies
Our Board is soliciting proxies for the Annual Meeting from our stockholders. We will bear the entire cost of soliciting proxies from our stockholders. In addition to the solicitation of proxies by delivery of this Proxy Statement by mail, we will request that brokers, banks and other nominees that hold shares of our common stock, which are beneficially owned by our stockholders, forward proxy materials to those beneficial owners and secure those beneficial owners’ voting instructions. We will reimburse those record holders for their reasonable expenses. We do not intend to hire a proxy solicitor to assist in the solicitation of proxies. We may use several of our regular employees, who will not be specially compensated, to solicit proxies from our stockholders, either personally or by Internet, facsimile or special delivery letter.
No Appraisal Rights
Our stockholders are not entitled to dissenters’ or appraisal rights under the Delaware General Corporation Law with respect to Proposals 1 through 7 and we will not independently provide our stockholders with any such right.
Stockholder List
A list of stockholders eligible to vote at the Annual Meeting will be available for inspection, for any purpose germane to the Annual Meeting, during the Annual Meeting at the meeting website and at the principal executive office of the Company during regular business hours for a period of no less than ten (10) days prior to the Annual Meeting.
Forward-Looking Statements
This Proxy Statement contains “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995). These statements are based on our current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding actions to be taken by us. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those mentioned in the risk factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 30, 2026 (the “2025 Annual Report”) and in our subsequent filings with the SEC.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
Board Nominees
Our Board currently consists of six (6) members, five (5) of whom are independent under the listing standards for independence of the NASDAQ and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”). Based upon the recommendation of the Nominating and Corporate Governance Committee of our Board, our Board determined to nominate the six (6) current members of the Board for election at the Annual Meeting.
Our Board and the Nominating and Corporate Governance Committee believe the following director nominees collectively have the experience, qualifications, attributes and skills to effectively oversee the management of the Company, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing the Company, a willingness to devote the necessary time to Board duties, a commitment to representing the best interests of the Company and our stockholders and a dedication to enhancing stockholder value.
Each director elected at the Annual Meeting will serve a one (1) year term until the Company’s next annual meeting and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Unless otherwise instructed, the proxy-holders will vote the proxies received by them for the six (6) nominees named below. If any of the nominees is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by the present Board to fill the vacancy. It is not presently expected that any of the nominees named below will be unable or will decline to serve as a director.
Set forth below are the names, ages and positions of our director nominees as of the date of this Proxy Statement:
| Name | Age | Position | ||
| Donald Jeff Keyser(a),(b) | 73 | Chairman of the Board | ||
| Panna Sharma | 55 | Chief Executive Officer, President and Director | ||
| Vijay Chandru(c) | 73 | Director | ||
| Maria Maccecchini(a),(b) | 75 | Director | ||
| Lee T. Schalop(a) | 63 | Director | ||
| David S. Silberstein(c) | 75 | Director |
| (a) | Member of the Audit Committee of our Board. |
| (b) | Member of the Compensation Committee of our Board. |
| (c) | Member of the Nominating and Corporate Governance Committee of our Board. |
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Board Recommendation:
OUR BOARD RECOMMENDS A VOTE “FOR” EACH OF THE SIX (6) NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT.
Vacancies on our Board, including any vacancy created by an increase in the size of our Board, may be filled by a majority of the directors remaining in office (even though less than a quorum of our Board) or a sole remaining director. A director elected by our Board to fill a vacancy will serve until the next annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal or death.
If any nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated by our Board, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by our Board. Each nominee has agreed to serve if elected and our Board has no reason to believe that any nominee will be unable to serve.
Information about Director Nominees
Set forth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills and experiences which led our Board to conclude that each nominee should serve on our Board at this time. There are no family relationships among any of the directors, director nominees or executive officers of the Company.
Donald Jeff Keyser has served as a director since January 2018 and Chairman since November 2019. Since 2017, Dr. Keyser has served in leadership positions with Renibus Therapeutics, a company developing novel therapies for the diagnosis, treatment and prevention of kidney disease. Dr. Keyser founded Renibus and currently serves as director, president and chief executive officer. Dr. Keyser also served as chief operating officer of Renibus from 2017 until becoming chief executive officer in March 2024. Dr. Keyser also founded ZS Pharma and served since 2008 as a director and chief operating officer of that company until December 2015 when it was acquired by Astra Zeneca for $2.7 Billion. Dr. Keyser was the inventor of the Mucinex product line for Adams Respiratory Therapeutics. Dr. Keyser developed and executed the R&D and Regulatory strategy for Adams Respiratory Therapeutics as Vice President of Development and Regulatory Affairs during his period there from 1998 to 2004. Adams Respiratory Therapeutics was acquired by Reckitt Benckiser for $2.3 Billion. He was previously employed as Chief Compliance Officer & Vice President Regulatory Affairs, Encysive Pharmaceuticals, Vice President Technical & Regulatory Affairs, Medeva Americas, Sr. Director Regulatory Affairs, Marion Merrell Dow and Regulatory Principal, Abbott Laboratories. Dr. Keyser received his Pharmacy degree from Creighton University, a Juris Doctorate from Creighton University, a MPA from the University of Missouri-Kansas City and a PhD in Economics from The University of Texas at Dallas. Based on the above qualifications, the Company believes Dr. Keyser is qualified to be on the Board.
Panna Sharma has served as our Chief Executive Officer and President since July 2018 and a director since August 2018. As Chief Executive Officer, Mr. Sharma oversees our use of AI and genomics in developing our therapy product pipeline to innovate the rescue, revitalization and development of precision therapeutics in oncology. From May 2010 to February 2018, Mr. Sharma served as President, Chief Executive Officer and director of Cancer Genetics, a Nasdaq company and provider of DNA-based cancer diagnostics and services to medical institutions throughout the world. In 2001, Mr. Sharma founded TSG Partners, a specialty advisory group combining corporate strategy and corporate finance to create stockholder value for companies and investors in the life sciences, biotechnology and environmental sciences sectors. Prior to TSG, Mr. Sharma served in the roles of Senior Vice President of E-Business Solutions and Chief Strategy Officer at iXL Inc. (later merged with Scient). For the six years prior to his being at iXL Inc., Mr. Sharma helped successfully found, manage and sell or take public two other consulting and professional services firms. From 1996 to 1998, Mr. Sharma was a partner at Interactive Solutions, Inc. Prior to that, Mr. Sharma served as a consultant to Putnam Investment Management, LLC and Bank of America Corporation. Mr. Sharma currently serves as a Board member of Continental Lithium, Inc. Mr. Sharma holds a Bachelor of Science in the Philosophy of Science, Neural Networks and Artificial Intelligence from Boston University. Based on the above qualifications, the Company believes Mr. Sharma is qualified to be on the Board.
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Vijay Chandru has served as a director since October 2019. Currently, Dr. Chandru is a co-founder of OPFORD Foundation, a non-profit in India with an open platform for orphan diseases and with a mission to support development of affordable and accessible therapeutics for orphan diseases of which many are rare genetic disorders. He was also a co-founder of Strand Life Sciences, India’s leading precision medicine solutions company, an offshoot of the Indian Institute of Science, which now has over 20 diagnostic laboratories and over 800 employees spread across India. He served as Executive Chairman of Strand Life Sciences from 2000 to 2018, and currently serves as a Director and Chair of the Science Advisory Board at Strand Life Sciences. A technology pioneer of the World Economic Forum since 2006, he was elected President (2009-2012) of the Association of Biotech Led Enterprises (ABLE), the apex trade body that represents the Indian biotech industry. Dr. Chandru co-founded two startups in the last five years – Yantri Labs Inc. (an algorithmic trading technology company), and CrisprBits Private Limited, a CRISPR technology mediated company in diagnostics and gene-editing. Dr. Chandru serves as a Director of Yantri Labs and as the acting Chief Scientific Officer of CrisprBits. Dr. Chandru also serves as a Director of Syngene International. Dr. Chandru is an academic entrepreneur whose academic career has spanned almost four decades. After his doctoral work at MIT he was a tenured professor at Purdue University for a decade in the 1980s and at the Indian Institute of Science in Bangalore since then. A fellow of both the academy of science and engineering in India, he was elected to fellowship of the American Association for the Advancement of Science in 2024. Based on the above qualifications, the Company believes Dr. Chandru is qualified to be on the Board.
Maria L. Maccecchini has served as a director since June 2022. Dr. Maccecchini founded Annovis Bio, Inc., a New York Stock Exchange listed, clinical stage, drug platform company addressing neurodegeneration, such as Alzheimer’s disease and Parkinson’s disease. She has served as President and CEO and as a director of Annovis since May 2008. Dr. Maccecchini has over 30 years of experience in neuroscience and the workings of the brain. She was partner and director of two angel groups, Robin Hood Ventures, from 2002 to 2009, and MidAtlantic Angel Group, from 2005 to 2009. In 1992, she founded and became chief executive officer of Symphony Pharmaceuticals/Annovis, a biotech company, which was sold in 2001 to Transgenomic. From 1987 to 1991 she was General Manager of Bachem Bioscience, the US subsidiary of Bachem AG, Switzerland and Head of Molecular Biology at Mallinckrodt. Dr. Maccecchini conducted post-doctoral research at Caltech and the Roche Institute of Immunology. She earned a Ph.D. in biochemistry from the Biocenter of Basel with a two-year visiting fellowship at The Rockefeller University. Dr. Maccecchini serves on several boards of biotechnology companies, organizations that promote entrepreneurship, international trade, women and charitable organizations. She has been a lecturer at Wharton Business School since 2016. Based on the above qualifications, the Company believes Dr. Maccecchini is qualified to be on the Board.
Lee T. Schalop, MD has served as a director since July 2025. In 2009, Dr. Schalop was a co-founder of Oncoceutics, Inc., a clinical-stage drug discovery and development company, and served in various executive roles at Oncoceutics from 2009 to 2021, including Chief Business Officer from 2009 to 2016, Chief Operating Officer from 2016 to 2020 and Chief Executive Officer from 2020 to January 2021, at which time Oncoceutuics was sold to Chimerix Inc. (NASD: CMRX) for $450 million. Since June 2011, Dr. Schalop has also provided advisory services to scientists who have developed novel ideas in biotech, medical devices and life science services and helped them to build new companies. Prior to co-founding Oncoceutics, Dr. Schalop attended the Albert Einstein College of Medicine, graduating with a doctor of medicine degree in 2008. Before attending medical school, Dr. Schalop spent more than 19 years in the financial industry at several major Wall Street firms, including Morgan Stanley, J.P. Morgan, Credit Suisse and Banc of America Securities, including serving as an investment banker from 1985 to 1993 and a research analyst from 1993 to 2004. Dr. Schalop serves on the Supervisory Board of TME Pharma N.V. (Euronext Growth Paris: ALTME), and he served as a Board Observer at Chimerix Inc. until its sale to Jazz Pharmaceuticals in April 2025. He also sits on the advisory board of the Vagelos Program in Life Sciences and Management at the University of Pennsylvania. He is a summa cum laude graduate of the University of Pennsylvania where he earned dual degrees from the University’s Wharton School and College of Arts and Sciences. Based on the above qualifications, the Company believes Dr. Schalop is qualified to be on the Board.
David S. Silberstein has served as a director since June 2018. Dr. Silberstein has served as chief operating officer/VP R&D of BioMimetix JV, LLC since 2013. Dr. Silberstein has served as a director of Biological Mimetics, Inc. since 2016. Dr. Silberstein received his PhD in Immunology at Columbia University and Postdoctoral training at Harvard Medical School/Brigham & Women’s Hospital. Dr. Silberstein continued for seven years as Assistant Professor at Harvard, leading a research team studying the biochemistry of inflammation. This was followed by 20 years at AstraZeneca Pharmaceuticals where Dr. Silberstein had leadership roles in genomics, translational science, company-wide portfolio management, and science support for two products through launch to aggregate sales of greater than $30 billion. Since 2013, Dr. Silberstein has worked independently with a number of early stage biotech companies and as a consultant to investment firms. Over this period he has served in leadership roles for NCI oncology trials, including Principal Investigator of a trial in patients with multiple brain metastases. Based on the above qualifications, the Company believes Dr. Silberstein is qualified to be on the Board.
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CORPORATE GOVERNANCE
Board Composition
Our Board may establish the authorized number of directors from time to time by resolution. Our Board currently consists of six (6) authorized members. During the year ended December 31, 2025, our Board met six times and acted five times by unanimous written consent. Our Board does not have a policy regarding Board members’ attendance at meetings of our stockholders, however five members of our Board attended our 2025 annual meeting of stockholders. During the year ended December 31, 2025, all directors attended at least 75% of all meetings of the Board and Board committees on which they served.
Generally, under the listing requirements and rules of the Nasdaq Stock Market, independent directors must comprise a majority of a listed company’s board of directors. Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Our Board has determined that, other than Mr. Sharma, due to his service as an executive officer of our Company, none of our director nominees has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the Nasdaq Stock Market. In making these determinations, our Board considered the current and prior relationships that each nonemployee director nominee has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each nonemployee director nominee. Accordingly, a majority of our directors are independent, as required under applicable Nasdaq Stock Market rules, as of the date of this Proxy Statement.
Committees of the Board of Directors
Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Our Board may establish other committees to facilitate the management of our business. The composition and functions of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our Board.
Each of our committees operates under a written charter, copies of which are available at our investor relations website located at ir.lanternpharma.com/governance/governance-documents.
Audit Committee
Our Audit Committee consists of Donald Jeff Keyser, Maria Maccecchini and Lee Schalop as of the date of this proxy statement, with Dr. Keyser serving as Chair. The composition of our Audit Committee meets the requirements for independence under current Nasdaq Stock Market listing standards and SEC rules and regulations. Each member of our Audit Committee meets the financial literacy requirements of the Nasdaq Stock Market listing standards and is also a nonemployee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Dr. Keyser is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act. Our Audit Committee, among other things:
| ● | selects a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; | |
| ● | discusses the scope and results of the audit with the independent registered public accounting firm; | |
| ● | reviews, with management and the independent registered public accounting firm, our interim and year-end operating results; | |
| ● | develops procedures for employees to submit concerns anonymously about questionable accounting or audit matters; | |
| ● | reviews our policies on risk assessment and risk management; | |
| ● | reviews related-party transactions; and | |
| ● | approves (or, as permitted, pre-approves) all audit and all permissible nonaudit services, other than de minimis nonaudit services, to be performed by the independent registered public accounting firm. |
Our Audit Committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of the Nasdaq Stock Market. During the year ended December 31, 2025, our Audit Committee met five times.
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Compensation Committee
Our Compensation Committee consists of Maria Maccecchini and Donald Jeff Keyser as of the date of this proxy statement, with Dr. Maccecchini serving as Chair. The composition of our Compensation Committee meets the requirements for independence under the Nasdaq Stock Market listing standards and SEC rules and regulations. Each member of the Compensation Committee is also a nonemployee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. The purpose of our Compensation Committee is to discharge the responsibilities of our Board relating to compensation of our executive officers. Our Compensation Committee, among other things:
| ● | reviews, approves and determines the compensation of our executive officers; | |
| ● | administers our stock and equity incentive plans; | |
| ● | makes recommendations to our Board regarding director compensation and the establishment and terms of incentive compensation and equity plans; and | |
| ● | establishes and reviews general policies relating to compensation and benefits of our employees. |
Our chief executive officer may, from time to time, provide input and recommendations to our Compensation Committee concerning the compensation of our other executive officers. Our chief executive officer may also, from to time, attend Compensation Committee meetings, but he is not present during the Committee’s deliberations regarding his own compensation. Our Compensation Committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of the Nasdaq Stock Market. In 2025, the Compensation Committee engaged the firm of Infinite Equity to provide compensation consulting advice with respect to compensation of executive officers and directors of the Company. During the year ended December 31, 2025, our Compensation Committee met two times.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee consists of Vijay Chandru and David Silberstein as of the date of this proxy statement, with Dr. Chandru acting as Chair. The composition of our Nominating and Corporate Governance Committee meets the requirements for independence under Nasdaq Stock Market listing standards and SEC rules and regulations and each member of our Nominating and Corporate Governance Committee is also a nonemployee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our Nominating and Corporate Governance Committee, among other things:
| ● | identifies, evaluates and makes recommendations to our Board regarding nominees for election to our Board and its committees; | |
| ● | evaluates the performance of our Board and of individual directors; | |
| ● | considers and makes recommendations to our Board regarding the composition of our Board and its committees; | |
| ● | reviews developments in corporate governance practices; | |
| ● | evaluates the adequacy of our corporate governance practices and reporting; and | |
| ● | develops and makes recommendations to our Board regarding corporate governance guidelines and matters. |
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When evaluating director candidates, our Nominating and Corporate Governance Committee seeks to ensure that our Board has the requisite skills and experience and that its members consist of persons with appropriately complementary and independent backgrounds. The Nominating and Corporate Governance Committee will consider all aspects of a candidate’s qualifications in the context of Lantern’s needs, including: industry experience, preferably at an executive level; experience in the same business sector as that of the Company; subject matter expertise and operations experience in areas important to the Company’s growth and advancement; experience as an officer or director of a public company; independence from management; practical business judgment; personal and professional integrity and ethics; and the ability to commit sufficient time and attention to the activities of the Board, as well as the absence of any potential conflicts with our Company’s interests. While we do not have a formal diversity policy, we understand the desirability of having a Board composed of directors with diverse and varied backgrounds, experience and opinions. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of our Company, and the long-term interests of our stockholders.
Our Nominating and Corporate Governance Committee will consider for directorship candidates nominated by third parties, including stockholders. The Nominating and Corporate Governance Committee’s consideration will take into account the comprehensive criteria for Board membership determined by the Committee within the context of the needs of the Company at the time. At this time our Nominating and Corporate Governance Committee does not have a policy with regard to the consideration of director candidates recommended by stockholders. The Nominating and Corporate Governance committee believes that it is in the best position to identify, review, evaluate, and select qualified candidates for Board membership, based on the comprehensive criteria for Board membership determined by the Committee. However, pursuant to the proxy access provisions of our bylaws, a stockholder, or group of up to 10 stockholders, that has owned continuously for at least three years shares of our common stock representing an aggregate of at least 3% of our outstanding shares, may nominate and include in our proxy materials director nominees constituting up to the greater of two or 20% of our Board, provided that the stockholder(s) and nominee(s) satisfy the requirements in the proxy access provisions of our bylaws.
For a third party to suggest a candidate, one should provide our corporate secretary, David Margrave, with the name of the candidate, together with a brief biographical sketch and a document indicating the candidate’s willingness to serve if elected.
The Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable listing requirements and rules of the Nasdaq Stock Market. During the year ended December 31, 2025, our Nominating and Corporate Governance Committee met three times.
Board Leadership Structure and Role in Risk Oversight
Donald Jeff Keyser serves as our chairman of the Board and Panna Sharma serves as our president and chief executive officer. We have neither adopted a formal policy on whether the chairman and chief executive officer positions should be separate or combined nor do we have a lead director. We believe that, given the small size of our Board and establishment of separate Audit, Compensation, and Nominating and Corporate Governance Committees consisting of independent directors, our present Board structure is in the best interest of us and our stockholders. Our Board has an active role in overseeing our areas of risk. While the full Board has overall responsibility for risk oversight, the Board has assigned certain areas of risk primarily to designated committees, which report back to the full Board.
Process for Stockholders to Send Communications to our Board of Directors
Because we have always maintained open channels of communication with our stockholders, we do not have a formal policy that provides a process for stockholders to send communications to our Board. However, if a stockholder would like to send a communication to our Board, please address the letter to the attention of our corporate secretary, David R. Margrave, and it will be distributed to each director.
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Insider Trading Policy
We
have
Employee, Officer and Director Hedging
We have adopted a policy that no director, officer, or designated employees of Lantern may engage in any short term or speculative transactions, involving securities of the Company, unless advance approval is obtained from the Company’s compliance officer. These prohibited speculative transactions include short sales, publicly traded options, hedging transactions, margin accounts, and pledged securities.
Code of Conduct
We have adopted a code of conduct for all directors and employees, including the chief executive officer, principal financial officer and principal accounting officer or controller, and/or persons performing similar functions, which is available on our investor relations website located at ir.lanternpharma.com/governance/governance-documents.
Limitation of Liability of Directors and Indemnification of Directors and Officers
The Delaware General Corporation Law (“DGCL”) provides that corporations may include a provision in their certificate of incorporation relieving directors of monetary liability for breach of their fiduciary duty as directors, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payment of a dividend or unlawful stock purchase or redemption, or (iv) for any transaction from which the director derived an improper personal benefit. Our certificate of incorporation provides that directors are not liable to us or our stockholders for monetary damages for breach of their fiduciary duty as directors to the fullest extent permitted by Delaware law. In addition to the foregoing, our certificate of incorporation provides that we shall indemnify directors, officers, employees or agents to the fullest extent permitted by law and we have agreed to provide such indemnification to each of our executive officers and directors by way of written indemnification agreements.
The above provisions in our certificate of incorporation and bylaws and in the written indemnification agreements may have the effect of reducing the likelihood of derivative litigation against directors and may discourage or deter stockholders or management from bringing a lawsuit against directors for breach of their fiduciary duty, even though such an action, if successful, might otherwise have benefited us and our stockholders. However, we believe that the foregoing provisions are necessary to attract and retain qualified persons as directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
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PROPOSAL NO. 2
Adopt an amendment to our Certificate of Incorporation to increase our authorized SHARES OF common stock
Introduction
Our Board has adopted resolutions setting forth and declaring advisable an amendment to our Certificate of Incorporation increasing the number of authorized shares of the Company’s common stock from 25,000,000 to 50,000,000. A draft of the proposed amendment is attached to this Proxy Statement as Appendix A.
Our Certificate of Incorporation currently authorizes the issuance of up to 25,000,000 shares of common stock, par value $0.0001 per share and 1,000,000 shares of preferred stock. The current level of authorized capital has been in place since prior to the completion of our initial public offering in June 2020. As of October 5, 2026, we had 14,935,576 shares of common stock outstanding and 9,782,827 shares reserved for issuance for the exercise of outstanding warrants and stock options. Accordingly, as of October 5, 2026, we have only 281,597 authorized shares of common stock that are unissued and unreserved and, therefore, available for issuance.
As noted above under “Quorum and Votes Required,” we believe that in the case of shares held by a broker, bank or other agent for a beneficial owner who has not provided instructions to such agent, the broker, bank or other agent will have discretionary authority to vote the shares for approval of the proposal to amend our Certificate of Incorporation to effect an increase in the number of authorized shares of our common stock from 25,000,000 to 50,000,000 (Proposal 2).
Proposal
Our Board believes it is in the best interest of our Company to increase the number of authorized shares of common stock in order to give us greater flexibility in considering and planning for future corporate needs, including, but not limited to, stock dividends, grants under equity compensation plans, stock splits, financings, potential strategic transactions, including mergers, acquisitions, and business combinations, as well as other general corporate transactions. Our Board believes that additional authorized shares of common stock will enable us to take timely advantage of market conditions and favorable financing and acquisition opportunities that become available to us without the delay and expense associated with convening a special meeting of our stockholders.
Except as otherwise required by law or the rules of the NASDAQ Capital Market, the newly authorized shares of common stock will be available for issuance at the discretion of the Board (without further action by our stockholders) for various future corporate needs, including those outlined above. While adoption of Proposal 2 will not have any immediate dilutive effect on the proportionate voting power or other rights of our existing stockholders, any future issuance of additional authorized shares of our common stock may, among other things, dilute the earnings per share of the common stock and the equity and voting rights of those holding common stock at the time the additional shares are issued.
In addition to the corporate purposes mentioned above, an increase in the number of authorized shares of our common stock may make it more difficult to, or discourage an attempt to, obtain control of our Company by means of a takeover bid that our Board determines is not in the best interest of the Company and our stockholders. However, our Board does not intend or view the proposed increase in the number of authorized shares of our common stock as an anti-takeover measure and is not aware of any attempt or plan to obtain control of the Company.
Any newly authorized shares of our common stock will be identical to the shares of common stock now authorized and outstanding. The adoption of Proposal 2 will not affect the rights of current holders of our common stock. Holders of shares of our common stock are entitled to one vote per share on all matters to be voted upon by the shareholders generally. Except as otherwise provided by our Certificate of Incorporation, at all meetings of stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be sufficient to elect. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, unless otherwise provided by our Certificate of Incorporation, our Bylaws, the rules or regulations of any stock exchange applicable to us, or applicable law, be decided by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter. Pursuant to our Bylaws, “votes cast” shall exclude any “broker non-votes” with respect to that election or question to be voted on. Stockholders are entitled to receive such dividends as may be declared from time to time by our Board out of funds legally available therefor, and in the event of liquidation, dissolution or winding up of the Company to share ratably in all assets remaining after payment of liabilities. The holders of shares of our common stock have no preemptive, conversion, subscription rights or cumulative voting rights.
Board Recommendation:
OUR BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL TO ADOPT AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE OUR AUTHORIZED COMMON STOCK TO 50 MILLION SHARES
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PROPOSAL NO. 3
APPROVAL OF AN AMENDMENT TO THE EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF OUR COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN
At the Annual Meeting, our stockholders will be asked to approve an amendment to the Second Amended and Restated Lantern Pharma Inc. 2018 Equity Incentive Plan, as amended (the “Equity Incentive Plan”), which would increase the number of shares of our common stock available for issuance under the Equity Incentive Plan by 250,000 shares. Our stockholders approved the Equity Incentive Plan on August 29, 2018, and approved amendments to the Equity Incentive Plan on August 7, 2019, June 3, 2020, June 16, 2023 and June 13, 2024. Subject to the terms and conditions of the Equity Incentive Plan and excluding the amendment to be approved at the Annual Meeting, the number of shares remaining for future grants under the Equity Incentive Plan as of the date of this Proxy Statement is 175,633 shares.
Effective September 30, 2026, our Board approved an amendment to the Equity Incentive Plan (the “Amendment”), subject to stockholder approval at the Annual Meeting, to increase the number of shares available for issuance under the Equity Incentive Plan by 250,000 shares of common stock to 2,114,680 shares. Of that amount, approximately 425,633 shares (175,633 shares available for grant as of the date of this Proxy Statement plus 250,000 shares being requested under this proposal) would be available for new awards, not including any shares that would become available again upon the expiration, termination, cancellation, cash settlement or forfeiture of certain previously-issued awards, as described below.
Plan Highlights
The purposes of the Equity Incentive Plan are to:
| ● | align the interests of our stockholders and recipients of awards under the Equity Incentive Plan by increasing the proprietary interests of such recipients in the Company’s growth and success; | |
| ● | advance the interests of the Company by enhancing the Company’s ability to attract and retain non-employee directors, officers, other employees, and consultants; and | |
| ● | motivate such persons to act in the long-term best interests of the Company and our stockholders. |
Under the Equity Incentive Plan, the Company may grant:
| ● | non-qualified stock options; | |
| ● | incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code’) | |
| ● | restricted stock or restricted stock units (“RSUs”); | |
| ● | performance awards consisting of rights to receive cash, common stock, other property or a combination thereof, if designated performance goal(s) are achieved; and | |
| ● | stock bonus awards. |
As of October 5, 2026, approximately three executive officers, 13 employees, five non-employee directors and an indeterminate number of consultants are eligible to participate in the Equity Incentive Plan.
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Some of the key features of the Equity Incentive Plan include:
| ● | The Equity Incentive Plan is administered by our Board, unless the Board appoints a committee with the authority to administer the Plan. Our Compensation Committee, comprised entirely of independent directors, has been granted non-exclusive authority to act as Administrator under the Equity Incentive Plan, with our Board also retaining the ability to take actions as Administrator under the Equity Incentive Plan; | |
| ● | Stock options granted under the Equity Incentive Plan may not be repriced without the approval of our stockholders; | |
| ● | Under the Equity Incentive Plan and after taking into account the Amendment, the maximum number of shares of our common stock authorized for grant is 2,114,680 shares, other than substitute awards granted in connection with a corporate transaction, with 425,633 shares remaining available for future grant; | |
| ● | The exercise price of stock options granted under the Equity Incentive Plan may not be less than the fair market value of a share of our common stock on the date of grant, subject to certain exceptions for substitute awards granted in connection with a corporate transaction; | |
| ● | The Equity Incentive Plan prohibits the grant of dividend equivalents with respect to stock options, and subjects all dividends and dividend equivalents paid with respect to stock bonus awards or performance awards to the same vesting conditions as the underlying awards; and | |
| ● | The Equity Incentive Plan does not contain a liberal change in control definition. |
Description of the Amended Equity Incentive Plan
The following description is qualified in its entirety by reference to the Equity Incentive Plan, as proposed to be amended by the Amendment (the “Amended Equity Incentive Plan”). The Equity Incentive Plan in its current state is filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 20, 2023 as supplemented by Exhibit A to the Company’s Definitive Proxy Statement filed with the SEC on April 29, 2024.
A copy of the Amendment is attached to this proxy statement as Appendix B.
Administration
The Amended Equity Incentive Plan will be administered by our Board as administrator (the “Administrator”), with non-exclusive authority to act as Administrator granted to our Compensation Committee.
Subject to the express provisions of the Amended Equity Incentive Plan, the Administrator of the Amended Equity Incentive Plan will have the authority to select eligible persons to receive awards and determine all of the terms and conditions of each award. All awards will be evidenced by an agreement containing such provisions not inconsistent with the Amended Equity Incentive Plan as the Administrator will approve. The Administrator will also have authority to establish rules and regulations for administering the Amended Equity Incentive Plan and to decide questions of interpretation or application of any provision of the Amended Equity Incentive Plan. The Administrator may, in its sole discretion and for any reason at any time, take action such that (i) any or all outstanding stock options will become exercisable in part or in full, (ii) all or a portion of a restriction period on any award will lapse, (iii) all or a portion of any performance period applicable to any award will lapse and (iv) any performance measures applicable to any outstanding award will be deemed satisfied at target, maximum or any other level.
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Available Shares
As discussed above, if approved by our stockholders, the Amendment would increase the total number of shares available for issuance under the Equity Incentive Plan by 250,000 shares from 1,864,680 shares to 2,114,680 shares, in each case, subject to the adjustment provisions set forth in the Amended Equity Incentive Plan. All of the available shares of our common stock under the Amended Equity Incentive Plan may be issued in connection with incentive stock options.
The number of available shares under the Equity Incentive Plan will be reduced by the sum of the aggregate number of shares of our common stock which become subject to outstanding stock options, restricted stock awards, restricted stock units, performance awards and stock bonus awards, other than substitute awards granted in connection with a corporate transaction. To the extent that shares of our common stock subject to an outstanding stock option, restricted stock award, restricted stock unit, performance award or stock bonus award granted under the Amended Equity Incentive Plan are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award or (ii) the settlement of such award in cash, then such shares of our common stock will again be available under the Amended Equity Incentive Plan. The following shares of common stock, however, may not again be made available for issuance as awards under the Amended Equity Incentive Plan: (i) shares not issued or delivered as a result of the net settlement of an outstanding option, regardless of the number of shares actually used to make such settlement; (ii) shares used to pay the exercise price or for settlement of any award; (iii) shares used to satisfy withholding taxes related to the exercise or settlement of any award; and (iv) shares subject to a restricted stock award that have been forfeited.
As of the record date, the closing price of a share of Company common stock, as reported on Nasdaq, was $0.94.
Change in Control
Subject to the terms of the applicable award agreement, in the event of a change in control, the Administrator of the Amended Equity Incentive Plan may take any of the following actions: (i) determine that any outstanding option granted under the Amended Equity Incentive Plan shall immediately become fully vested and exercisable; (ii) determine that the remaining restriction period on any shares of common stock subject to a restricted stock award or restricted stock unit award granted under the Amended Equity Incentive Plan shall lapse and the shares shall become fully transferable, subject to any applicable federal or state securities laws; (iii) determine that all performance goals and conditions shall be deemed to have been satisfied and all restrictions shall lapse on any outstanding performance awards, which immediately shall become payable (either in full or pro-rata based on the portion of the applicable performance period completed as of the change in control); and (iv) determine that all vesting and/or other restrictions shall lapse on any outstanding stock bonus award shares that are subject to vesting and/or other restrictions. In addition, the Administrator may, in its sole discretion and without the consent of any participant in the Amended Equity Incentive Plan, determine that, upon the occurrence of a change in control, each or any option outstanding immediately prior to the change in control shall be cancelled in exchange for a payment with respect to each vested share of common stock subject to such cancelled option in (i) cash, (ii) stock of the Company or of a corporation or other business entity that is a party to the change in control, or (iii) other property which, in any such case, shall be in an amount having a fair market value equal to the excess of the fair market value of the consideration to be paid per share of common stock in the change in control transaction over the exercise price per share under such option. The Administrator, in its sole discretion and without the consent of any participant in the Amended Equity Incentive Plan, may also cancel at the time of a change in control any outstanding option that has an exercise price that exceeds the fair market value of the consideration to be paid per share of common stock in the change in control transaction.
Under the terms of the Amended Equity Incentive Plan, a change in control is generally defined, subject to certain exceptions described in the Amended Equity Incentive Plan, as a change in ownership or control of the Company effected through or upon the occurrence of any of the following events: (i) if any one person, or more than one person acting as a group under the Amended Equity Incentive Plan, acquires ownership of voting stock of the Company that, together with other voting stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the capital stock of the Company; (ii) if a majority of the members of the Company’s Board are replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board prior to the date of the appointment or election; or (iii) if there is a change in the ownership of a substantial portion of the Company’s assets, which shall occur on the date that any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.
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Effective Date, Termination and Amendment
If approved by the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting, the Amended Equity Incentive Plan will become effective as of the date on which the Amendment is approved by our stockholders. The Equity Incentive Plan became effective as of August 29, 2018 and will continue in effect until its termination by the Board, provided, however, that no new awards under the Amended Equity Incentive Plan may be granted on or after August 28, 2028. Awards under the Amended Equity Incentive Plan may be made at any time prior to the termination of the Amended Equity Incentive Plan, provided that no new awards may be granted on or after August 28, 2028. Our Board may amend or modify the Amended Equity Incentive Plan at any time, but no amendment or modification, without obtaining stockholder approval, shall (i) materially increase the benefits accruing to participants under the Amended Equity Incentive Plan; (ii) increase the amount of common stock for which awards may be made under the Amended Equity Incentive Plan (except as already permitted under the Amended Equity Incentive Plan); or (iii) change the provisions relating to the eligibility of individuals to whom awards may be made under the Amended Equity Incentive Plan. Other than certain exceptions provided in the Amended Equity Incentive Plan, no amendment or modification may materially impair the rights of a holder of an outstanding award without the consent of such holder.
Eligibility
Participants in the Amended Equity Incentive Plan will consist of such officers, other employees, non-employee directors, consultants, and persons expected to become officers, other employees, non-employee directors, and consultants of the Company and its subsidiaries, as selected by the Administrator.
Stock Options
The Amended Equity Incentive Plan provides for the grant of non-qualified stock options and incentive stock options. The Administrator will determine the conditions to the exercisability of each stock option.
Each stock option will be exercisable for no more than ten years after its date of grant, unless the stock option is an incentive stock option and the optionee owns greater than ten percent (10%) of the voting power of all shares of our capital stock (a “ten percent holder”), in which case the stock option will be exercisable for no more than five years after its date of grant. The exercise price of a stock option will not be less than 100% of the fair market value of a share of our common stock on the date of grant, unless the stock option is an incentive stock option and the optionee is a ten percent holder, in which case the stock option exercise price will be the price required by the Code, currently 110% of fair market value. The aggregate fair market value of the underlying common stock (determined at the grant date) as to which incentive stock options granted under the Amended Equity Incentive Plan may first be exercised by a participant in any one calendar year shall not exceed $100,000.
Restricted Stock, Restricted Stock Units (RSUs) and Stock Bonus Awards
The Amended Equity Incentive Plan provides for the grant of restricted stock, RSUs and stock bonus awards.
Except as otherwise provided in the Amended Equity Incentive Plan or in a participant’s award agreement, a participant shall be entitled to receive all dividends and other distributions paid with respect to issued and outstanding shares of common stock subject to an award of restricted stock, while such award remains outstanding. During the restriction period, participants holding issued and outstanding shares of common stock subject to an award of restricted stock may exercise full voting rights with respect to the restricted stock, while such award remains outstanding. The Administrator, in its discretion, may provide in the agreement evidencing any RSU award that the participant shall be entitled to receive dividend equivalents with respect to the payment of cash dividends on common stock having a record date prior to the date on which the RSUs held by the participant are settled. The shares of common stock subject to an award of restricted stock or RSUs may not be transferred, pledged, or assigned until the termination of the applicable restriction period specified in the award agreement.
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Stock bonus awards are intended to serve as a form of discretionary bonus to be paid in shares of common stock to employees selected by the Administrator. The number of shares in a stock bonus award and any terms and restrictions applicable to the stock bonus award shall be designated by the Administrator at the time of grant. Stock bonus awards may, but are not required to, be subject to vesting requirements and/or other restrictions. Prior to satisfaction of the restrictions, the participant shall be entitled to vote the shares issued under a stock bonus award to the extent such shares are issued and outstanding. In addition, any dividends paid on such shares while subject to restrictions shall, as provided in the participant’s award agreement, be reinvested on behalf of the participant in additional stock bonus shares under the Amended Equity Incentive Plan, and such additional shares shall be subject to the same restrictions as the other shares under the original stock bonus award.
All of the terms relating to the satisfaction of performance measures and the termination of a restriction period, or the forfeiture and cancellation of a restricted stock award, RSU, or stock bonus award upon a termination of employment, whether by reason of disability, retirement, death or any other reason, will be determined by the Administrator. If a participant’s employment or services are terminated for any reason, any portion of any restricted stock award, RSU or stock bonus award that is not yet vested shall automatically terminate and be forfeited by the participant.
No RSUs or stock bonus awards have been granted under the Equity Incentive Plan to date. As of the date of this Proxy Statement, the Administrator has granted four restricted stock awards that together totaled 100,512 shares of common stock.
Performance Awards
The Amended Equity Incentive Plan also provides for the grant of performance awards. The Administrator, in its discretion, may grant performance awards to participants and may determine the performance goal(s) to be attained pursuant to each performance award. Performance awards shall consist of rights to receive cash, common stock, other property or a combination thereof, if designated performance goal(s) are achieved. The award agreement for each performance award shall specify the performance goal(s) applicable to a particular participant or group of participants, the period over which the targeted goal(s) are to be attained, the payment schedule if the goal(s) are attained, and any other general terms as the Administrator shall determine and conditions applicable to an individual performance award. Performance awards may be granted as performance shares or performance units, at the discretion of the Administrator. Performance awards shall be paid no later than two and a half (2½) months after the later of the end of the fiscal or calendar year in which the performance award is no longer subject to a substantial risk of forfeiture.
As determined by the Administrator, performance measures of a performance award may consist of, but shall not be limited to, one or more objective or subjective corporate-wide or subsidiary, division, operating unit, line of business, project, geographic or individual measures such as: the attainment by a share of our common stock of a specified fair market value (as defined in the Amended Equity Incentive Plan) for a specified period of time; increase in stockholder value; earnings per share; return on or net assets; return on equity; return on investments; return on capital or invested capital; total stockholder return; attainment of product development objectives; earnings or income of the Company before or after taxes and/or interest; earnings before interest, taxes, depreciation and amortization; operating income; revenues; operating expenses, attainment of expense levels or cost reduction goals; market share; economic value created; strategic business criteria, and other performance criteria determined by the Administrator.
All of the terms relating to the satisfaction of performance measures and the termination of a performance period, or the forfeiture and cancellation of a performance award upon a termination of employment with or service to the Company, whether by reason of disability, retirement, death or any other reason or during a paid or unpaid leave of absence, will be determined by the Administrator. No performance awards have been granted under the Equity Incentive Plan to date.
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U.S. Federal Income Tax Consequences
The following is a brief summary of certain United States federal income tax consequences generally arising with respect to awards under the Amended Equity Incentive Plan. This discussion does not address all aspects of the United States federal income tax consequences of participating in the Amended Equity Incentive Plan that may be relevant to participants in light of their personal investment or tax circumstances and does not discuss any state, local or non-United States tax consequences of participating in the Amended Equity Incentive Plan. Each participant is advised to consult his or her personal tax advisor concerning the application of the United States federal income tax laws to such participant’s particular situation, as well as the applicability and effect of any state, local or non-United States tax laws before taking any actions with respect to any awards.
Section 162(m) of the Code
Section 162(m) of the Code limits to $1 million the amount that a publicly held corporation is allowed each year to deduct for compensation paid to the corporation’s “covered employees.” “Covered employees” include the corporation’s chief executive officer, chief financial officer and the three most highly compensated executive officers other than the chief executive officer and chief financial officer. If an individual is determined to be a covered employee for any year beginning after December 31, 2016, then that individual will continue to be a covered employee for future years, regardless of changes in the individual’s compensation or position. Under the American Rescue Plan Act signed into law on March 11, 2021, the definition of “covered employee” will be expanded to also include the Company’s next five highest-paid employees for tax years beginning on or after January 1, 2027.
Stock Options
A participant will not recognize taxable income at the time a stock option is granted, and the Company will not be entitled to a tax deduction at that time. A participant will recognize compensation taxable as ordinary income (and if the participant is an employee, will be subject to income tax withholding) upon exercise of a non-qualified stock option equal to the excess of the fair market value of the shares of our common stock purchased on such date over the aggregate exercise price of such shares, and the Company will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) of the Code apply. A participant will not recognize income (except for purposes of the alternative minimum tax) upon exercise of an incentive stock option. If the shares of our common stock acquired by exercise of an incentive stock option are held for at least two years from the date the stock option was granted and one year from the date it was exercised, any gain or loss arising from a subsequent disposition of those shares will be taxed as long-term capital gain or loss, and the Company will not be entitled to any deduction. If, however, those shares are disposed of within the above-described period, then in the year of that disposition the participant will recognize compensation taxable as ordinary income equal to the excess of the lesser of (i) the amount realized upon that disposition and (ii) the fair market value of those shares on the date of exercise over the exercise price, and the Company will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) of the Code apply.
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Restricted Stock, RSUs and Stock Bonus Awards
A participant will not recognize taxable income at the time stock that is subject to a substantial risk of forfeiture is granted, and the Company will not be entitled to a tax deduction at that time, unless the participant makes an election to be taxed at that time. If such election is made, the participant will recognize compensation taxable as ordinary income (and if the participant is an employee, will be subject to income tax withholding) at the time of the grant in an amount equal to the excess of the fair market value of the shares of our common stock at such time over the amount, if any, paid for those shares. If such election is not made, the participant will recognize compensation taxable as ordinary income (and if the participant is an employee, will be subject to income tax withholding) at the time the restrictions constituting a substantial risk of forfeiture lapse in an amount equal to the excess of the fair market value of the shares of our common stock at such time over the amount, if any, paid for those shares. The amount of ordinary income recognized by making the above-described election or upon the lapse of restrictions constituting a substantial risk of forfeiture is deductible by the Company as compensation expense, except to the extent the deduction limits of Section 162(m) of the Code apply.
A participant will not recognize taxable income at the time an RSU is granted, and the Company will not be entitled to a tax deduction at that time. Upon settlement of RSUs, the participant will recognize compensation taxable as ordinary income (and if the participant is an employee, will be subject to income tax withholding) in an amount equal to the fair market value of any shares of our common stock delivered and the amount of any cash paid by the Company. The amount of ordinary income recognized is deductible by the Company as compensation expense, except to the extent the deduction limits of Section 162(m) of the Code apply.
The tax treatment, including the timing of taxation, of other stock awards will depend on the terms of such awards at the time of grant.
Performance Awards
A participant will not recognize taxable income at the time performance awards are granted, and the Company will not be entitled to a tax deduction at that time. Upon settlement of performance awards, the participant will recognize compensation taxable as ordinary income (and if the participant is an employee, will be subject to income tax withholding) in an amount equal to the fair market value of any shares of our common stock delivered and the amount of cash paid by the Company. This amount is deductible by the Company as compensation expense, except to the extent the deduction limits of Section 162(m) of the Code apply.
New Plan Benefits
The Administrator has the discretion to grant awards under the Amended Equity Incentive Plan and, therefore, it is not possible as of the date of this proxy statement to determine future awards that will be received by our executive officers or others under the Amended Equity Incentive Plan. Please see the section entitled “Executive Officers and Compensation” for grants made to each of our executive officers under the Equity Incentive Plan.
As discussed above, the Amendment is being submitted for approval by our stockholders at the Annual Meeting. If our stockholders approve this proposal, the Amendment will become effective as of the date on which the Amendment is approved by stockholders, and awards may be granted under the Amended Equity Incentive Plan. If our stockholders do not approve the Amendment, the Company will continue to grant awards under the Equity Incentive Plan as long as shares are available for such purpose.
Securities Authorized for Issuance under Equity Compensation Plans
The table below contains information as of December 31, 2025 regarding the Equity Incentive Plan. The Company does not have any equity compensation plans that have not been approved by stockholders.
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||
| (a) | (b) | (c) | ||||
| Equity compensation plans approved by security holders | 1,296,126 shares of Common Stock | $5.58 per share | 360,211 shares of Common Stock | |||
| Equity compensation plans not approved by security holders | N/A | N/A | N/A | |||
| Total: | 1,296,126 shares of Common Stock | $5.58 per share | 360,211 shares of Common Stock |
Board Recommendation:
OUR BOARD RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE EQUITY INCENTIVE PLAN
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PROPOSAL NO. 4
APPROVAL OF ISSUANCE OF SHARES OF COMMON STOCK UPON EXERCISE OF PURCHASE WARRANTS
We are seeking stockholder approval of the issuance of up to 3,669,725 shares of our common stock issuable upon exercise of purchase warrants, or Purchase Warrants, sold by us to an institutional investor, or Purchaser, pursuant to a securities purchase agreement, or Purchase Agreement, dated September 28, 2026. We are asking for stockholder approval of Proposal 4 for purposes of Nasdaq Listing Rule 5635(d), as described in more detail below.
Background
On September 28, 2026, we entered into the Purchase Agreement with the Purchaser, pursuant to which we issued and sold to the Purchaser in a registered direct offering, or the Offering, (i) 1,469,725 shares of our common stock 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 in lieu of shares of common stock at an offering price of $1.0899. The Offering closed on September 30, 2026.
In a concurrent private placement, the Company issued to the Purchaser the Purchase Warrants to purchase up to 3,669,725 shares of our common stock, 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 were offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended, or the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder. The Purchase Warrants will not be exercisable until, and are subject to, approval by our stockholders of the issuance of the shares underlying Purchase Warrants and will expire five years following the date of the stockholder approval, if it is obtained. The private placement of the Purchase Warrants closed concurrently with the close of the Offering on September 30, 2026.
Subject to limited exceptions, following the date our stockholders approve this Proposal 4, a holder of the Purchase Warrants will not have the right to exercise any portion of the Purchase Warrants to the extent that, after giving effect to the exercise, the holder, together with its affiliates, and any other person acting as a group together with the holder or any of 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.
We are not seeking the approval of stockholders to authorize us to enter into the Purchase Agreement or any other transaction agreements, or to issue the Purchase Warrants to the Purchaser. We have already entered into those agreements and completed the issuance, which are binding obligations on us. Accordingly, the failure of our stockholders to approve this Proposal 4 will not affect our obligations under Purchase Agreement or the Purchase Warrants, which will remain binding on us.
The 1,469,725 shares of common stock issued to the Purchaser in the Offering are not entitled to vote on this Proposal 4 in accordance with Nasdaq Listing Rule 5635(d). Accordingly, although we anticipate that the 1,469,725 shares of common stock held by the Purchaser will be voted in favor of this Proposal 4 for purposes of adopting the proposal, to comply with Nasdaq rules, to the extent such shares are voted, we will instruct the inspector of elections to conduct a separate tabulation that subtracts the 1,469,725 shares held by the Purchaser from the total number of shares voted in favor of Proposal 4 to determine whether the proposal has been adopted in accordance with applicable Nasdaq rules.
For further information regarding the terms of the Purchase Warrants, please refer to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2026. The discussion herein relating to the Purchase Warrants is qualified in its entirety by reference to the form of Purchase Warrant filed as Exhibit 4.2 to such Form 8-K.
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The Nasdaq Stockholder Approval Rule
Our common stock is listed on the Nasdaq Capital Market and, as such, the Company is subject to the Nasdaq Listing Rules.
The Nasdaq 20% Rule. Nasdaq Listing Rule 5635(d) requires stockholder approval prior to the issuance of securities in connection with a transaction, other than a public offering, involving the sale, issuance or potential issuance by the Company of common stock (or securities convertible into or exercisable for common stock), which alone or together with sales by officers, directors or substantial stockholders of the company, equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance, in each case, at a price that is less than the “Minimum Price.” The Minimum Price is the lower of (1) the Nasdaq official closing price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement or (2) the average Nasdaq official closing price of the Common Stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement.
We are asking our stockholders to approve the issuance of up to 3,669,725 shares of common stock issuable upon the exercise of the Purchase Warrants, because in the absence of stockholder approval, such issuance would result in the Offering violating Nasdaq Listing Rule 5635(d).
Adverse Effects of Approval of this Proposal
The approval of this proposal will result in holders of Purchase Warrants being able to exercise such Purchase Warrants, although such holders will have no obligation to do so. The full exercise of the Purchase Warrants would result in the issuance of 3,669,725 additional shares of our common stock, which would dilute the ownership interest of our existing stockholders. The exercise of Purchase Warrants and/or the sale of common stock received upon such exercise in the open market could materially and adversely affect the market price of our common stock, particularly if the trading price of our common stock is greater than $1.09 at the time.
Effects If This Proposal Is Not Approved
Under the Purchase Agreement, 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 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. The process of continuing to hold stockholder meetings to obtain the requisite stockholder approval would cause us to incur significant legal expenses and would divert our management’s attention from the operation of our business, which could materially harm our business.
Factors Considered by the Board in its Recommendation
After careful consideration at the time of the Offering, our Board determined that the Offering, including the sale of the Purchase Warrants, was in the best interests of the Company in light of the Company’s cash position and liquidity needs at the time. In reaching its determination the Board consulted with members of the Company’s senior management and its legal and strategic advisors, among others, and considered a number of factors.
After further careful consideration, including of the Company’s current cash position and continuing liquidity needs, our Board determined to recommend that our stockholders approve the issuance of common stock upon the exercise of the Purchase Warrants. Although there can be no assurance that the holder of the Purchase Warrants will exercise all, or any part of, the Purchase Warrants, at an exercise price of $1.09 per share of common stock, the full exercise of such Purchase Warrants would result in gross proceeds to the Company of approximately $4.0 million. In connection with any exercise of Purchase Warrants, we currently intend to use the proceeds for working capital and general corporate purposes, as we pursue longer term financing.
Board Recommendation:
OUR Board Recommends THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF ISSUANCE OF SHARES OF COMMON STOCK UPON EXERCISE OF PURCHASE WARRANTS
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PROPOSAL NO. 5
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed EisnerAmper LLP (which we refer to as “Eisner”) as our independent registered public accounting firm for the year ending December 31, 2026, and our Board has directed that management submit the appointment of Eisner as our independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. A representative of Eisner is expected to be available at the Annual Meeting and will have an opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.
Stockholder ratification of the selection of Eisner as our independent registered public accountants is not required by our Bylaws or otherwise. However, our Board is submitting the appointment of Eisner to the stockholders for ratification as a matter of corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain Eisner. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accountant at any time during the year if the Audit Committee determines that such a change would be in the Company’s and our stockholders’ best interests.
Board Recommendation:
OUR BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF EISNERAMPER LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026
Fees Incurred for Services by Principal Accountant
The following table sets forth the aggregate fees billed to us for services rendered to us for the years ended December 31, 2025 and 2024 by our independent registered public accounting firm, EisnerAmper LLP and their affiliates.
| 2025 | 2024 | |||||||
| Audit Fees(A) | $ | 194,250 | $ | 215,000 | ||||
| Comfort Letter Fees | 134,400 | - | ||||||
| Audit-Related Fees(B) | 105,525 | 144,113 | ||||||
| Tax Fees | 25,200 | 22,050 | ||||||
| $ | 459,375 | $ | 381,163 | |||||
| (A) | The audit fees consisted of fees for the audit of our financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, and other professional services provided in connection with the statutory and regulatory filings or engagements and capital market financings. |
| (B) | The audit-related fees are for the audit and review of financial statements and other audit-related services relating to Starlight Therapeutics Inc., a wholly owned subsidiary of the Company, during the periods ended December 31, 2025 and 2024. |
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Pre-Approval Policies and Procedures
Our Audit Committee has responsibility for selecting, appointing, evaluating, compensating, retaining and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, our Audit Committee has established policies and procedures in its charter regarding pre-approval of any audit and non-audit service provided to the Company by our independent registered public accounting firm and the fees and terms thereof.
The Audit Committee considered the compatibility of the provision of other services by the Company’s registered public accountant with the maintenance of their independence. Our Audit Committee pre-approved all of the services provided by our independent registered public accounting firm during 2025 and 2024.
Audit Committee Report
The Audit Committee issued the following report for inclusion in this Proxy Statement and our 2025 Annual Report:
| ● | The Audit Committee has reviewed and discussed the audited consolidated financial statements for the year ended December 31, 2025 with management of Lantern Pharma Inc. and with Lantern Pharma Inc.’s independent registered public accounting firm, EisnerAmper LLP. | |
| ● | The Audit Committee has discussed with EisnerAmper LLP those matters required by Statement on Auditing Standards No. 1301, “Communications with Audit Committee,” as adopted by the Public Company Accounting Oversight Board (“PCAOB”). | |
| ● | The Audit Committee has received and reviewed the written disclosures and the letter from EisnerAmper LLP required by the PCAOB regarding EisnerAmper LLP’s communications with the Audit Committee concerning the accountant’s independence and has discussed with EisnerAmper LLP its independence from Lantern Pharma Inc. and its management. |
Based on the review and discussions referenced in paragraphs 1 through 3 above, the Audit Committee recommended to our Board that the audited consolidated financial statements of the Company for the year ended December 31, 2025 be included in the Annual Report on Form 10-K for that year for filing with the SEC.
AUDIT COMMITTEE
Donald Jeff Keyser Maria Maccecchini Lee T. Schalop |
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PROPOSAL NO. 6
ADVISORY VOTE ON THE COMPENSATION OF OUR EXECUTIVE OFFICERS
General
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, once we are no longer an emerging growth company, we are required to present a resolution to our stockholders to approve the compensation of our named executive officers, no later than the first anniversary of the date on which we cease to so qualify. Since we were no longer an emerging growth company as of December 31, 2025, we are asking our stockholders to approve, on a non-binding advisory basis, the compensation of our named executive officers, as disclosed in the Executive Officers and Compensation section of this Proxy Statement and the related compensation tables and disclosure.
We urge stockholders to read the “Executive Officers and Compensation” section of this Proxy Statement and review the compensation tables and narratives, which provide detailed information on the compensation of our named executive officers. Our Compensation Committee believes that our policies and procedures are effective in fulfilling our objectives and that the compensation of our named executive officers reported in this Proxy Statement has supported and contributed to our recent and long-term success.
Proposal No. 6, commonly known as a “say on pay” vote, gives stockholders the opportunity to endorse or not endorse the compensation of our executives as disclosed in this Proxy Statement. This proposal will be presented at the Annual Meeting as a resolution in substantially the following form:
RESOLVED, that the stockholders approve the compensation of our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including compensation tables and related narrative disclosure in our Proxy Statement for the Annual Meeting.
This vote will not be binding on our Board and may not be construed as overruling a decision by our Board or creating or implying any change to the fiduciary duties of our Board. The vote will not affect any compensation previously paid or awarded to any executive. Our Compensation Committee and our Board may, however, take into account the outcome of the vote when considering future executive compensation arrangements.
Subject to the stockholders’ indication, on an advisory basis, that the stockholder advisory vote on executive compensation be conducted every year (see, Proposal No. 7), and unless the Board decides otherwise with respect to the frequency of soliciting say-on-pay votes, we expect that the next say-on-pay vote will be at the 2027 annual meeting of stockholders.
Board Recommendation:
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
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PROPOSAL NO. 7
ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY “SAY-ON-PAY” VOTES
General
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to include in this Proxy Statement and to present at the Annual Meeting a non-binding stockholder vote on whether an advisory vote on executive compensation should be held every year, every two years or every three years. Our Board believes that an advisory “say-on-pay” vote on executive compensation should be held every year.
We believe that an annual non-binding advisory vote on executive compensation is the optimal frequency for our “say-on-pay” vote to allow stockholders to provide timely, direct input on our executive compensation as disclosed in the proxy statement each year. Additionally, an annual “say-on-pay” advisory vote on executive compensation is consistent with the policies of our Board, our Nominating and Corporate Governance Committee and our Compensation Committee to engage in an ongoing dialogue with our stockholders on our executive compensation practices and corporate governance matters. However, stockholders should note that because the advisory vote occurs well after the beginning of the compensation year, and because certain elements of our executive compensation programs are designed to operate in an integrated manner and to complement one another, in some cases it may not be appropriate or feasible to change our compensation plans and arrangements for our executive officers in consideration of any single year’s advisory vote by the time of the following year’s annual meeting of stockholders.
Accordingly, the Board is asking our stockholders to indicate their preferred voting frequency by voting for every one year, two years, or three years or abstaining from voting on this proposal. While the Board believes that its recommendation is appropriate at this time, our stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preferences, on an advisory basis, as to whether the non-binding advisory vote on the approval of our compensation practices for our named executive officers should be held every one year, two years, or three years. The option among those choices that receives the highest number of votes from the holders of shares present in person or represented by proxy and entitled to vote on the matter at the Annual Meeting will be deemed to be the frequency preferred by our stockholders.
This vote will not be binding on our Board and may not be construed as overruling a decision by our Board or creating or implying any change to the fiduciary duties of our Board. Our Compensation Committee and our Board of directors may, however, take into account the outcome of the vote when considering the frequency of future advisory votes on executive compensation.
Board Recommendation:
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EVERY “ONE YEAR” FOR PROPOSAL NO. 7
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of October 5, 2026, information concerning the beneficial ownership of shares of our common stock held by our directors, director nominees and our named executive officers, our directors, director nominees and executive officers as a group, and each person known by us to be a beneficial owner of more than 5% of our outstanding common stock. Unless otherwise indicated, the business address of each of our directors, director nominees, executive officers and beneficial owners of more than 5% of our outstanding common stock is c/o Lantern Pharma Inc., 1920 McKinney Avenue, 7th Floor, Dallas, Texas 75201. Each person has sole voting and investment power with respect to the shares of our common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated and is based on 14,935,576 outstanding shares of common stock as of October 5, 2026.
As used in this section, the term “beneficial ownership” with respect to a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934, as amended, as consisting of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose of or direct the disposition of) with respect to the security through any contract, arrangement, understanding, relationship or otherwise, subject to community property laws where applicable. Beneficial ownership also includes the number of shares that a person has the right to acquire within 60 days, pursuant to the exercise of options or warrants or the conversion of notes, debentures or other indebtedness. Two or more persons might count as beneficial owners of the same share.
There were approximately 11 holders of record of our shares of common stock as of the date of this Proxy Statement. The number of holders does not include individual participants in security positions listings.
Shares Beneficially Owned | ||||||||
| Name and Address of Beneficial Owner(1) | Number | Percent | ||||||
| Officers and Directors | ||||||||
| Panna Sharma, Chief Executive Officer, President, and Director(2) | 665,488 | 4.27 | % | |||||
| David R. Margrave, Chief Financial Officer and Secretary(3) | 165,563 | 1.10 | % | |||||
| Kishor G. Bhatia, Chief Scientific Officer(4) | 109,178 | * | ||||||
| Donald J. Keyser, Chairman of the Board(5) | 226,047 | 1.50 | % | |||||
| David S. Silberstein, Director(6) | 51,144 | * | ||||||
| Vijay Chandru, Director(7) | 46,047 | * | ||||||
| Maria Maccecchini, Director(8) | 35,117 | * | ||||||
| Lee T. Schalop, Director(9) | 124,962 | * | ||||||
| All Officers and Directors as a group (8 people) | 1,423,546 | 8.78 | % | |||||
| 5% Stockholders | ||||||||
| Armistice Capital Master Fund Ltd. (10) | 1,478,622 | 9.99 | % | |||||
| Thomas A. Satterfield, Jr.(11) | 975,000 | 6.53 | % | |||||
| Biological Mimetics, Inc.(12) | 844,125 | 5.65 | % | |||||
| * | Represents less than 1% of shares outstanding. |
| (1) | All addresses above are 1920 McKinney Avenue, 7th Floor, Dallas, Texas 75201, unless otherwise stated. |
| (2) | Consists of 665,488 shares of common stock subject to options exercisable within 60 days. |
| (3) | Consists of 165,563 shares of common stock subject to options exercisable within 60 days. Excludes 10,837 shares of common stock underlying options which are subject to vesting conditions. |
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| (4) | Consists of 109,178 shares of common stock subject to options exercisable within 60 days. Excludes 5,422 shares of common stock underlying options which are subject to vesting conditions. |
| (5) | Consists of (i) 83,200 shares of common stock subject to options exercisable within 60 days, (ii) 48,544 shares of common stock subject to warrants exercisable within 60 days, and (iii) 94,303 shares of common stock. Excludes 20,517 shares of common stock underlying options which are subject to vesting conditions. |
| (6) | Consists of 51,144 shares subject to options exercisable within 60 days. Excludes 18,595 shares of common stock underlying options which are subject to vesting conditions. Dr. Silberstein is a director of Biological Mimetics, Inc. Dr. Silberstein disclaims any beneficial ownership in the shares of our common stock held by Biological Mimetics, Inc. |
| (7) | Consists of 46,047 shares of common stock subject to options exercisable within 60 days. Excludes 18,595 shares of common stock underlying options which are subject to vesting conditions. |
| (8) | Consists of 35,117 shares of common stock subject to options exercisable within 60 days. Excludes 19,235 shares of common stock underlying options which are subject to vesting conditions. |
| (9) | Consists of (i) 27,874 shares of common stock subject to options exercisable within 60 days, (ii) 48,544 shares of common stock subject to warrants exercisable within 60 days, and (iii) 48,544 shares of common stock. Excludes 20,586 shares of common stock underlying options which are subject to vesting conditions. |
| (10) | Includes (i) shares of common stock and (ii) shares of common stock issuable upon exercise of immediately exercisable warrants, and excludes additional shares of common stock issuable upon exercise of warrants subject to a 9.99% blocker or stockholder approval. The principal address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor, New York, NY 10022. |
| (11) | Consists of 95,000 shares of common stock held by the reporting person with sole voting and dispositive power; 100,000 shares of common stock held by Tomsat Investment & Trading Co., Inc., a corporation controlled by Mr. Satterfield and of which he serves as President; 500,000 shares of common stock are held by Caldwell Mill Opportunity Fund, LLC which fund is managed by an entity of which Mr. Satterfield owns a 50% interest and serves as Chief Investment Manager; and 250,000 shares of common stock are held by A.G. Family L.P., a partnership managed by a general partner controlled by Mr. Satterfield. With respect to the beneficial ownership reported for Thomas A. Satterfield, Jr., 25,000 shares are held jointly with Rebecca S. Satterfield, Mr. Satterfield’s spouse. Additionally, Mr. Satterfield has limited power of attorney for voting and disposition purposes with respect to 5,000 shares held by Rebecca S. Satterfield. The address for the reporting person is 15 Colley Cove Drive, Gulf Breeze, Florida 32561. Based on a Schedule 13G/A filed by the reporting person on July 23, 2026. |
| (12) | Consists of 844,125 shares of common stock. Address is 124 Byte Drive, Frederick, Maryland 21702. |
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EXECUTIVE OFFICERS AND COMPENSATION
Executive Officers
The following sets forth information regarding the current executive officers of the Company. Biographical information pertaining to Panna Sharma, whom is both a director and an executive officer of the Company, may be found in the section above entitled “Proposal No. 1, Election of Directors-Information about Director Nominees.”
| Name | Age | Position | ||
| Panna Sharma | 55 | Chief Executive Officer, President and Director | ||
| David R. Margrave | 66 | Chief Financial Officer and Secretary | ||
| Kishor G. Bhatia | 72 | Chief Scientific Officer |
David R. Margrave has served as our Chief Financial Officer since November 2019 and as our Secretary since June 2018. From January 2016 until November 2019, Mr. Margrave served as a life science consultant, providing strategic advisory and legal services to growing life science companies. From January 1995 to December 2015, he served as an executive officer at BioNumerik Pharmaceuticals, Inc., a life science company focused on advancing innovative cancer therapies. During his time at BioNumerik Pharmaceuticals, Inc., Mr. Margrave served in various positions including service as President and as Chief Administrative Officer and General Counsel. From April 2015 to December 2016, he also served as Senior Legal Advisor to MedCare Investment Corporation, a private investment firm investing in the medical and healthcare services industries. Prior to joining BioNumerik Pharmaceuticals, Inc., Mr. Margrave was a partner at Andrews & Kurth LLP, a national law firm. Mr. Margrave serves as Chairman and a board member of the Texas Healthcare and Bioscience Institute and is a past Chairman and board member of the State of Texas Product Development & Small Business Incubator Board. He is a past board member of the Texas Technology Transfer Association. Mr. Margrave received a Bachelor of Arts and Science degree in Economics and in Petroleum Engineering from Stanford University, and a J.D. degree from The University of Texas School of Law.
Kishor G. Bhatia has served as our Chief Scientific Officer since December 2019, and as our scientific consultant since January 2019. Dr. Bhatia has also served as a scientific consultant to Reprocell, one of our collaborators, since December 2016, and served as a scientific consultant to Cancer Genetics, Inc. from December 2016 until November 2019. Since 2006, he has been employed as an Adjunct Investigator with the National Cancer Institute-Division of Cancer Epidemiology and Genetics. From January 2007 until July 2016, Dr. Bhatia also served as a Director-AIDS Malignancy Program at the National Cancer Institute-Office of HIV and AIDS Malignancy, and from January 2004 through January 2007, he served as a Program Director and the Director of HIV and Cancer at the National Cancer Institute-Division of Cancer Treatment and Diagnosis. Dr. Bhatia received a Bachelor of Science degree in microbiology from the University of Pune and a Ph.D. in biochemistry from the University of Mumbai and is a Fellow of the Royal College of Pathology in the United Kingdom and was a Post-Doctoral Fellow at Johns Hopkins University and a Research Assistant Professor at Georgetown University from 1985 to 1989.
Summary Compensation Table
The following table sets forth information concerning all forms of compensation earned by our named executive officers during the fiscal years ended December 31, 2025 and 2024 for services provided to the Company and its subsidiaries, which compensation exceeded $100,000.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1)(2) | Other Compensation ($)(3) | Total ($) | |||||||||||||||||
| Panna Sharma, | 2025 | $ | 575,000 | $ | 178,250 | $ | - | $ | 10,500 | $ | 763,750 | ||||||||||||
| Chief Executive Officer and President | 2024 | $ | 575,000 | $ | 281,750 | $ | 223,534 | 10,350 | $ | 1,090,634 | |||||||||||||
| David R. Margrave, | 2025 | $ | 413,800 | $ | 116,480 | $ | 44,800 | $ | 10,500 | $ | 585,580 | ||||||||||||
| Chief Financial Officer and Secretary | 2024 | $ | 413,800 | $ | 162,288 | $ | 166,448 | 10,350 | $ | 752,886 | |||||||||||||
| Kishor Bhatia, Ph.D., | 2025 | $ | 189,600 | $ | 26,736 | $ | 22,400 | $ | 5,688 | $ | 244,424 | ||||||||||||
| Chief Scientific Officer | 2024 | $ | 316,000 | $ | 101,120 | $ | 111,650 | 10,350 | $ | 539,120 | |||||||||||||
| (1) | For 2025, the fair value of the options granted was estimated using the Black-Scholes option-pricing model using the following weighted average assumptions: term of 5.52 years, risk free rate of 3.71%, volatility of 80.67%, and dividend yield of 0.0%. Based on these assumptions, the grant date fair value is $2.24 per option share. |
| (2) | For 2024, the fair value of the options granted was estimated using the Black-Scholes option-pricing model using the following weighted average assumptions: term between 5.26 and 5.88 years, risk free rate of between 4.13% and 4.14%, volatility of between 88.15% and 88.67%, and dividend yield of 0.0%. Based on these assumptions, the grant date fair value is between $3.15 and $3.25 per option share. |
| (3) | Consists of employer contributions made to the Company’s 401(k) plan for the benefit of the named executive officer. |
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Narrative Disclosure to Summary Compensation Table
We have entered into written employment agreements with the named executive officers, as described below. Each of our named executive officers has also executed our standard form of confidential information and invention assignment agreement.
Employment Agreement with Panna Sharma
We entered into an employment agreement with Mr. Sharma on July 23, 2018, that governs the terms of his employment with us as Chief Executive Officer and President. Mr. Sharma’s employment agreement, as amended, formally expired on November 15, 2024, however, pursuant to its terms, the employment agreement continues to apply to his continued employment, except for the severance and change in control payment provisions included in the employment agreement, which expired on November 15, 2024. Mr. Sharma’s employment agreement provided for an annual base salary of $575,000 during 2024 and 2025. Pursuant to his employment agreement, Mr. Sharma is entitled to an annual cash bonus of up to 50% of his annual base salary, subject to the Company achieving certain operational and strategic milestones mutually agreed upon by the Board and Mr. Sharma and to additional discretionary bonuses to be determined by the Compensation Committee. Mr. Sharma received a cash bonus of $281,750 for fiscal year 2024 and a cash bonus of $178,250 for fiscal year 2025.
As incentive compensation, on July 15, 2024, Mr. Sharma was granted stock options to purchase 70,000 shares of our common stock under the terms and conditions of our Equity Incentive Plan. The exercise price for these options is $4.35 per share. These options vested in equal monthly increments over a 24-month period that commenced August 15, 2024.
Mr. Sharma also has the right to participate in the health insurance, vacation and other employee benefit plans and programs generally provided by us to our executive employees in effect from time to time. In 2024 and 2025, the Company made employer contributions of $10,350 and $10,500, respectively, to the Company’s 401(k) plan for the benefit of Mr. Sharma.
On September 19, 2025, our stockholders approved a one-time stock option repricing (“Option Repricing”) for certain previously granted and still outstanding options held by our employees and directors. Pursuant to the Option Repricing, stock options granted under the Lantern Pharma Inc. 2018 Equity Incentive Plan between June 15, 2020 and November 4, 2021 with an exercise price between $10.21 and $15.21 per share, were repriced to $5.04 per share, which was calculated as 125% of the Company’s average daily volume weighted average price as reported by Nasdaq Stock Market, measured over the 10 trading days ending and including the date the option repricing was approved by the Board of Directors (July 24, 2025). Under the terms of the Option Repricing, the repriced exercise price only applies if the option holder remains as an employee, board member, or consultant to the Company through September 19, 2026 (the one-year anniversary of the date our stockholders approved the Option Repricing). Any exercise of a repriced option occurring prior to September 19, 2026 would be based on the original exercise price of the option.
As part of the Option Repricing, options held by Mr. Sharma to purchase 76,628 shares of common stock at an exercise price of $15.00 per share were repriced to $5.04 per share.
Employment Agreement with David Margrave
We have entered into an employment agreement with Mr. Margrave that governs the terms of his employment with us as our Chief Financial Officer. The term of the employment agreement, as amended, formally expired on November 15, 2024, however, pursuant to its terms, the employment agreement continues to apply to his continued employment, except for the severance and change in control payment provisions included in the employment agreement, which expired on November 15, 2024. Mr. Margrave’s employment agreement provided for an annual base salary of $413,800 during 2024 and 2025. Pursuant to his employment agreement, Mr. Margrave is eligible for an annual cash bonus of up to 40% of his annual base salary, as determined by the Compensation Committee and subject to the Company achieving certain operational and strategic milestones to be mutually agreed upon by the CEO and Mr. Margrave. Mr. Margrave received a cash bonus of $162,288 for fiscal year 2024 and a cash bonus of $116,480 for fiscal year 2025.
As incentive compensation, on July 15, 2024, Mr. Margrave was granted stock options to purchase 52,000 shares of our common stock under the terms and conditions of our Equity Incentive Plan. The exercise price for these options is $4.35 per share. These options are vesting in equal monthly increments over a 24-month period that commenced August 15, 2024. In addition, on December 18, 2025, as incentive compensation, Mr. Margrave was granted stock options to purchase 20,000 shares of our common stock under the terms and conditions of our Equity Incentive Plan. The exercise price for these options is $3.24 per share. These options are vesting in equal monthly increments over a 24-month period that commenced January 18, 2026.
Mr. Margrave also has the right to participate in the health insurance, vacation and other employee benefit plans and programs generally provided by us to our executive employees in effect from time to time. In 2024 and 2025, the Company made employer contributions of $10,350 and $10,500, respectively, to the Company’s 401(k) plan for the benefit of Mr. Margrave.
As part of the Option Repricing, options held by Mr. Margrave to purchase 104,400 shares of common stock at a weighted average exercise price of $13.80 per share were repriced to $5.04 per share.
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Employment Agreement with Kishor G. Bhatia, Ph.D.
We have entered into an employment agreement with Dr. Bhatia that governs the terms of his employment with us as our Chief Scientific Officer. The term of the employment agreement, as amended, formally expired on January 15, 2026, however, pursuant to its terms, the employment agreement continues to apply to his continued employment, except for the severance and change in control payment provisions included in the employment agreement, which expired on January 15, 2026. Dr. Bhatia’s employment agreement provided for an annual base salary of $316,000 for 2024, and was amended in January 2025 to adjust the minimum hours devoted by Dr. Bhatia per week to the scientific, clinical and therapeutic development operations and affairs of the Company to 24 hours per week, and proportionately adjust Dr. Bhatia’s annual base salary to $189,600. Pursuant to his employment agreement, Dr. Bhatia is eligible for an annual cash bonus of up to 40% of his annual base salary, as determined by the Compensation Committee and subject to the Company achieving certain operational and strategic milestones to be mutually agreed upon by the CEO and Dr. Bhatia. Dr. Bhatia received a cash bonus of $101,120 for fiscal year 2024 and a cash bonus of $26,736 for fiscal year 2025.
As incentive compensation, on July 15, 2024, Dr. Bhatia was granted stock options to purchase 35,000 shares of our common stock under the terms and conditions of our Equity Incentive Plan. The exercise price for these options is $4.35 per share. These options are vesting in equal monthly increments over a 24-month period that commenced August 15, 2024. In addition, on December 18, 2025, as incentive compensation, Dr. Bhatia was granted stock options to purchase 10,000 shares of our common stock under the terms and conditions of our Equity Incentive Plan. The exercise price for these options is $3.24 per share. These options are vesting in equal monthly increments over a 24-month period that commenced January 18, 2026.
Dr. Bhatia also has the right to participate in the health insurance, vacation and other employee benefit plans and programs generally provided by us to our executive employees in effect from time to time. In 2024 and 2025, the Company made employer contributions of $10,350 and $5,688, respectively, to the Company’s 401(k) plan for the benefit of Dr. Bhatia.
As part of the Option Repricing, options held by Dr. Bhatia to purchase 69,600 shares of common stock at a weighted average exercise price of $13.80 per share were repriced to $5.04 per share.
Potential Payments upon Termination and Change in Control
Pursuant to the Equity Incentive Plan, in the event of a change in control, as defined in the Equity Incentive Plan, all unvested securities owned by a named executive officer shall immediately vest and remain exercisable for the full term of the option. Otherwise, our named executive officers are not entitled to any payments or benefits based on a change in control of our Company.
Benefit Plans
We do not have any profit-sharing plan or similar plans for the benefit of our officers, directors or employees. However, we may establish such plans in the future.
Perquisites, Health, Welfare and Retirement Benefits
All of our current named executive officers are eligible to participate in our employee benefit plans, including health insurance for which we pay portions of the premiums, in each case on the same basis as all of our other employees. We pay portions of the premiums for health insurance for all of our employees, including our named executive officers. Our executive officers have the right to participate in the Company’s 401(k) plan, which commenced January 1, 2023. As described in the executive officer narrative disclosure above, the Company made employer contributions to the Company’s 401(k) plan in 2024 and 2025 for the benefit of our executive officers. We generally do not provide perquisites or personal benefits to our named executive officers.
Nonqualified Deferred Compensation
Our named executive officers did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by us during the fiscal year ended December 31, 2025. Our board of directors may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.
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Second Amended and Restated 2018 Equity Incentive Plan, as Amended
The Second Amended and Restated Lantern Pharma Inc. 2018 Equity Incentive Plan, as amended (the “Equity Incentive Plan”) was adopted by the Board of Directors and approved by the stockholders on August 29, 2018, and most recently amended on June 13, 2024. The Company has reserved 1,864,680 shares of common stock for issuance under the Equity Incentive Plan, of which options to purchase 1,480,430 shares of our common stock are outstanding as of the date of this report. In addition, as of the date of this report, the Board of Directors has granted four restricted stock awards pursuant to the Equity Incentive Plan that together totaled 100,512 shares of common stock.
Outstanding Equity Awards at December 31, 2025
The following table sets forth certain information concerning equity awards held by our named executive officers as of December 31, 2025:
| Option Awards | ||||||||||||||||||||
| Name | Award Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | ||||||||||||||
| Panna Sharma, | 8/29/2018 | 199,558 | — | — | $ | 1.03 | 8/28/2028 | |||||||||||||
| Chief Executive Officer, and President | 12/17/2018 | 219,302 | — | — | $ | 1.03 | 12/16/2028 | |||||||||||||
| 6/15/2020 | 76,628 | — | — | $ | 15.00 | (2) | 6/14/2030 | |||||||||||||
| 8/8/2022 | 100,000 | — | — | $ | 5.60 | 8/5/2032 | ||||||||||||||
| 7/15/2024 | 49,580 | 20,420 | (1) | — | 4.35 | 7/14/2034 | ||||||||||||||
| David Margrave, | 6/15/2020 | 78,300 | — | — | $ | 15.00 | (2) | 6/14/2030 | ||||||||||||
| Chief Financial Officer and Secretary | 10/29/2021 | 26,100 | — | — | $ | 10.21 | (2) | 10/28/2031 | ||||||||||||
| 7/15/2024 | 36,830 | 15,170 | (1) | — | 4.35 | 7/14/2034 | ||||||||||||||
| 12/18/2025 | — | 20,000 | (1) | — | 3.24 | 12/17/2035 | ||||||||||||||
| Kishor Bhatia, Ph.D. | 6/15/2020 | 52,200 | — | — | $ | 15.00 | (2) | 6/14/2030 | ||||||||||||
| Chief Scientific Officer | 10/29/2021 | 17,400 | — | — | $ | 10.21 | (2) | 10/28/2031 | ||||||||||||
| 7/15/2024 | 24,786 | 10,214 | (1) | — | 4.35 | 7/14/2034 | ||||||||||||||
| 12/18/2025 | — | 10,000 | (1) | — | 3.24 | 12/17/2035 | ||||||||||||||
| (1) | The options vest and first become exercisable in equal monthly increments over a 24-month period commencing on the one-month anniversary of the date of grant. |
| (2) | Under the terms of the Option Repricing, the exercise price of the reported options were repriced at $5.04 per share effective as of September 19, 2026. |
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Pay vs. Performance
The following table sets forth compensation information for our chief executive officer, referred to below as our CEO, and our other named executive officers, or NEOs, for purposes of comparing their compensation to the value of our shareholders’ investments and our net income, calculated in accordance with SEC regulations, for fiscal years 2025 and 2024.
| Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) |
| Average Compensation Actually Paid to Non-CEO NEOs(4) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(5) | Net Loss | ||||||||||||||||||
| 2025 | $ | $ | $ | $ | $ | $ | ( | ) | |||||||||||||||||
| 2024 | $ | $ | $ | $ | $ | $ | ( | ) | |||||||||||||||||
| (1) | The
dollar amounts reported are the amounts of total compensation reported for our CEO, |
| (2) | The dollar amounts reported are the amounts of total compensation reported for Mr. Sharma in the Summary Compensation Table for the applicable year, excluding the reported value for equity awards but including (i) the year-end value of equity awards granted during the reported year that are unvested as of the reported year-end, (ii) the change in the value of equity awards granted in a prior year (measured as of the end of the reported year from the end of the prior fiscal year) that were unvested at the end of the reported year, (iii) the change in the value of equity awards granted in a prior year that vest in the reported year (measured as of the end of the prior fiscal year through the vesting date), and (iv) the vesting date value of equity awards issued and vested during the reported fiscal year. See Table below for further information. |
| (3) | The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our CEO, namely David Margrave and Kishor Bhatia, Ph.D., in the Summary Compensation Table for fiscal years 2025 and 2024. |
| (4) | The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our CEO, in the Summary Compensation Table for the applicable year, excluding the reported value for equity awards but including (i) the year-end value of equity awards granted during the reported year that are unvested as of the reported year-end, (ii) the change in the value of equity awards granted in a prior year (measured as of the end of the reported year from the end of the prior fiscal year) that were unvested at the end of the reported year, (iii) the change in the value of equity awards granted in a prior year that vest in the reported year (measured as of the end of the prior fiscal year through the vesting date), and (iv) the vesting date value of equity awards issued and vested during the reported fiscal year. See Table below for further information. |
| (5) | Reflects the cumulative shareholder return, computed in accordance with SEC rules, as of the end of each fiscal year assuming an investment of $100 in our common shares at a price per share equal to $4.28, the closing price of our common stock on the last trading day in 2023, December 29, 2023. |
To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the Summary Compensation Table:
| Year | Summary Compensation Table Total for CEO | Reported Value of Equity Awards for CEO(1) | Fair Value as of Year End for Unvested Awards Granted During the Year | Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years | Fair Value as of Vesting Date for Awards Granted and Vested During the Year | Fair Value Increase or Decrease from Prior Year End for Awards that Vested during the Year | Compensation Actually Paid to CEO | ||||||||||||||||||||||
| 2025 | $ | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||
| 2024 | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||
| (1) |
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To calculate the amounts in the “Compensation Actually Paid to Non-CEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average “Total” compensation of our Non-CEO NEOs as reported in the Summary Compensation Table:
| Year | Summary Compensation Table Total for Non-CEO NEOs | Reported Value of Equity Awards for Non-CEO NEOs(1) | Fair Value as of Year End for Unvested Awards Granted During the Year | Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years | Fair Value as of Vesting Date for Awards Granted and Vested During the Year | Fair Value Increase or Decrease from Prior Year end for Awards that Vested during the Year | Compensation Actually Paid to Non-CEO NEOs | ||||||||||||||||||||||
| 2025 | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||
| 2024 | $ | $ | ( | ) | $ | $ | $ | $ | $ | ||||||||||||||||||||
| (1) |
Our “total shareholder return,” as set forth in the above table, during the two-year period ended December 31, 2025 decreased by 29% compared to (a) a 24% decrease in “compensation actually paid” to our CEO from $1,023,690 in 2024 to $778,962 in 2025 and (b) a 31% decrease in average “compensation actually paid” to our non-CEO NEOs from $607,117 in 2024 to $417,045 in 2025. Our net loss during the two-year period ended December 31, 2025 decreased by 17.62%, from $(20,781,213) in 2024 to $(17,119,438) in 2025 compared to the aforementioned decreases in “compensation actually paid” to our CEO and non-CEO NEOs.
Director Compensation
Below is a summary of compensation accrued or paid to our non-executive directors during the fiscal year ended December 31, 2025.
| Name | Fees Earned or Paid in Cash ($) | Option Awards (2) ($) | Total ($) | |||||||||
| Donald J. Keyser | $ | 56,000 | $ | — | $ | 56,000 | ||||||
| David S. Silberstein | $ | 46,000 | $ | — | $ | 46,000 | ||||||
| Maria Maccecchini | $ | 51,000 | $ | — | $ | 51,000 | ||||||
| Vijay Chandru | $ | 51,000 | $ | — | $ | 51,000 | ||||||
| Lee T. Schalop (1) | $ | 20,125 | $ | 16,100 | $ | 36,225 | ||||||
| (1) | Dr. Schalop joined the Board in July 2025. |
| (2) | For the option award, the fair value of the options granted was estimated using the Black-Scholes option-pricing model using the following assumptions: term of 5.76 years, risk free rate of 3.90%, volatility of 84.50%, and dividend yield of 0.0%. Based on these assumptions, the grant date fair value is $3.22 per option share. |
Our Audit Committee Chair receives a cash fee of $10,000 per year and our Compensation Committee Chair and our Nominating and Corporate Governance Committee Chair receive a cash fee of $5,000 per year. In addition, each of our non-executive directors receives a cash fee of $46,000 per year for their Board service.
Equity Award Grant Policies
Compensation Recovery and Clawback Policies
The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers as defined in Rule 10D-1 (“Covered Officers”) of the Company in the event that the Company is required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our Board may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Other than the compensation arrangements, including employment, termination of employment and change in control arrangements discussed elsewhere in this report, there have been no transactions since January 1, 2024 to which we were a party, in which:
| ● | the amounts involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years; and | |
| ● | any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest. |
Our audit committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which a related person has or will have a direct or indirect material interest. Our policy regarding transactions between us and related persons provides that a related person is defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year and any of their immediate family members. Our audit committee charter provides that our audit committee will review and approve or disapprove any related party transactions.
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OTHER MATTERS
Stockholder Proposals and Director Nominations for 2027 Annual Meeting
For any proposal, other than director nominees, to be considered for inclusion in our Proxy Statement and form of proxy for submission to the stockholders at our 2027 annual meeting pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, it must be submitted in writing and comply with the requirements of Rule 14a-8. Such proposals must be received by the Company at its offices at 1920 McKinney Avenue, 7th Floor, Dallas, Texas 75201 on or before June 20, 2027; provided, however, that if our 2027 annual meeting of stockholders is held before November 1, 2027 or after December 31, 2027, then the deadline is a reasonable amount of time prior to the date we begin to print and mail our proxy statement for the 2027 annual meeting of stockholders. In addition, pursuant to the proxy access provisions of our bylaws, a stockholder, or group of up to 10 stockholders, that has owned continuously for at least three years shares of our common stock representing an aggregate of at least 3% of our outstanding shares, may nominate and include in our proxy materials director nominees constituting up to the greater of two or 20% of our Board, provided that the stockholder(s) and nominee(s) satisfy the requirements in the proxy access provisions of our bylaws. Notice of proxy access director nominees must be received not earlier than the close of business on May 2, 2027 and not later than the close of business on June 22, 2027. Our Board will review any proposals from eligible stockholders that it receives by the required date and will make a determination whether any such proposals will be included in our proxy materials. Any proposal received after the required date shall be considered untimely and shall not be made a part of our proxy materials.
A stockholder who wishes to make a proposal, including director nominees other than through proxy access, at the 2027 annual meeting of stockholders without including the proposal in our proxy statement must also notify us no later than September 1, 2027 and not earlier than August 2, 2027; provided, however, if our 2027 annual meeting of stockholders is held prior to November 1, 2027 or after January 30, 2028, then to be timely the proposal should be received by us not earlier than the close of business on the 120th day prior to the 2027 annual meeting and not later than the close of business on the later of: (1) the 90th day prior to the 2027 annual meeting and (2) the close of business on the tenth day following the first date of our public disclosure of the date of the 2027 annual meeting. If a stockholder fails to give us advance notice in accordance with the foregoing, then, except as otherwise required by law, the chair of the 2027 annual meeting shall have the power and duty to declare that any such nomination shall be disregarded or that any such proposal shall not be transacted. In addition, notice of a nomination must comply with the additional requirements of Rule 14a-19(b) of the Exchange Act.
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
This year, a number of banks and brokers with account holders who are our stockholders will be householding our proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your bank or broker, direct your written request to Lantern Pharma Inc., 1920 McKinney Avenue, 7th Floor, Dallas, Texas 75201, Attention: Investor Relations, or contact Investor Relations by telephone at 972-277-1136; or find our materials posted online at https://ir.lanternpharma.com/. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their bank or broker.
Other Matters
We will also consider any other business that properly comes before the Annual Meeting, or any adjournment or postponement thereof. As of the record date, we are not aware of any other matters to be submitted for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons designated as proxies will vote the shares they represent using their best judgment.
Incorporation by Reference
Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act, or the Exchange Act, which might incorporate future filings made by us under those statutes, the preceding Audit Committee Report will not be incorporated by reference into any of those prior filings, nor will any such report be incorporated by reference into any future filings made by us under those statutes. In addition, information on our website, other than our Proxy Statement, notice and form of proxy, is not part of the proxy soliciting materials and is not incorporated herein by reference.
| By Order of the Board of Directors | |
| /s/ Donald J. Keyser | |
| Donald J. Keyser, | |
| Chairman of the Board of Directors | |
| Dallas, Texas | |
| October 19, 2026 |
A copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 is available without charge upon written request to: Corporate Secretary, Lantern Pharma Inc., 1920 McKinney Avenue, 7th Floor, Dallas, Texas 75201.
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APPENDIX A
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
LANTERN PHARMA INC.
a Delaware corporation
LANTERN PHARMA INC., a Delaware corporation (the “Corporation”), does hereby certify that the following amendment to the Corporation’s Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provision of Section 242 of the Delaware General Corporation Law:
The Amended and Restated Certificate of Incorporation is hereby amended by deleting Section 4.1 of Article FOURTH thereof in its entirety and by inserting the following in lieu thereof:
“Section 4.1. Authorized Classes of Stock. The total number of shares of stock of all classes of capital stock that the Corporation is authorized to issue is 51,000,000 shares, of which 50,000,000 shares shall be shares of common stock having a par value of $0.0001 per share (“Common Stock”) and 1,000,000 shares shall be shares of preferred stock having a par value of $0.0001 per share (“Preferred Stock”).”
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer, this [●] day of December 2026, and the foregoing facts stated herein are true and correct.
| By: | ||
| Name: | Panna Sharma, | |
| Title: | President and Chief Executive Officer |
APPENDIX B
AMENDMENT TO SECOND AMENDED AND RESTATED
LANTERN PHARMA INC. 2018 EQUITY INCENTIVE PLAN, AS AMENDED
WHEREAS, Lantern Pharma Inc., a Delaware corporation (the “Company”), maintains the Second Amended and Restated Lantern Pharma Inc. 2018 Equity Incentive Plan, as amended (the “Equity Incentive Plan”);
WHEREAS, pursuant to Section 8.6 of the Equity Incentive Plan, the Board of Directors of the Company (the “Board”) has the authority to amend the Equity Incentive Plan as it shall deem advisable, subject to any requirement of stockholder approval as provided in the Equity Incentive Plan or as required by applicable law, rule or regulation; and
WHEREAS, the Board deems it advisable and in the best interests of the Company and its stockholders to amend the Equity Incentive Plan to increase the available shares thereunder, subject to stockholder approval of such amendment.
NOW, THEREFORE, BE IT RESOLVED, that the Equity Incentive Plan is hereby amended, effective as of the date on which the stockholders of the Company approve such amendment, as follows:
Section 1.7(a) of the Equity Incentive Plan is hereby deleted in its entirety and replaced with the following:
“The Corporation has reserved 2,114,680 shares of Common Stock for issuance pursuant to stock-based Awards under the Plan, all of which shares may be granted pursuant to Incentive Stock Options under the Plan. All provisions in this Section 1.7 shall be adjusted, as applicable, in accordance with Article VII.”
