Exhibit 3.1(iv)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2020
Lantern Pharma Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39318 | 46-3973463 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
1920 McKinney Avenue, 7th Floor Dallas, Texas |
75201 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(972) 277-1136
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: Common Stock
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value | LTRN | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities.
Effective June 15, 2020, all of our outstanding shares of Series A Preferred Stock were converted into 2,438,851 shares of common stock in the aggregate after giving effect to a 1.74 for 1 forward stock split that occurred in connection with our initial public offering (“IPO”). The conversion of the Series A preferred stock into shares of common stock was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
Effective June 15, 2020, we granted to ten award recipients consisting of directors, officers, or employees options to purchase a total of 306,743 shares of common stock in the aggregate at an exercise price equal to $15.00 per share under our Amended and Restated Lantern Pharma Inc. 2018 Equity Incentive Plan, as amended. The foregoing issuance did not involve any underwriters and it was not deemed to be a public offering. We believe the offer, sale and issuance of the above options were exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act because the issuance of securities to the recipients did not involve a public offering. The sales of those securities were made without any general solicitation or advertising.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
In connection with our IPO, we filed an Amendment to our Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1.74 for 1 forward stock split which became effective on June 11, 2020.
In addition, in connection with our IPO, we filed an Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware, which became effective on June 15, 2020, to (i) increase the number of authorized shares of capital stock to 26,000,000 of which 25,000,000 shares shall be common stock and 1,000,000 shares shall be preferred stock; and (ii) eliminate the designation of Series A preferred stock.
Our board of directors and stockholders previously approved the Amendment and the Restated Certificate in connection with our IPO.
The foregoing description of the Amendment and the Restated Certificate is qualified in its entirety by reference to the full text of the Amendment and the Restated Certificate, copies of which are attached hereto as Exhibits 3.1(iv) and (v) and are incorporated herein by reference.
Item 8.01 Other Information.
On June 15, 2020, we issued a press release announcing the closing of our initial public offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information disclosed under this Item 8.01, including Exhibit 99.1, is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description | |
| 3.1(iv) | Amendment to Certificate of Incorporation | |
| 3.1(v) | Amended and Restated Certificate of Incorporation | |
| 99.1 | Press release announcing the closing of the initial public offering. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Lantern Pharma Inc., | ||
| A Delaware Corporation | ||
| Dated: June 16, 2020 | By: | /s/ David R. Margrave |
| David R. Margrave, Secretary | ||
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Exhibit 3.1(iv)
Exhibit 3.1(v)
Exhibit 99.1
FOR IMMEDIATE RELEASE
Monday, June 15, 2020
Lantern Pharma Announces Closing of Initial Public Offering
DALLAS, TX / June 15, 2020 / Lantern Pharma Inc. (LTRN) (the “Company”), a clinical stage biotechnology company, focused on leveraging artificial intelligence (“A.I.”), machine learning and genomic data to streamline the drug development process and to identify the patients that will benefit from its targeted oncology therapies, today announced the closing of its initial public offering of 1,750,000 shares of its common stock at a public offering price of $15.00 per share, for gross proceeds of $26,250,000, before deducting underwriting discounts, commissions and offering expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 262,500 shares of common stock at the initial public offering price, less the underwriting discount, to cover over-allotments.
ThinkEquity, a division of Fordham Financial Management, Inc. acted as sole book-running manager for the offering. Colliers Securities LLC and Paulson Investment Company, LLC acted as co-managers for the offering.
Registration statements on Form S-1 (Files No. 333-237714 and 333-239112) relating to the shares were filed with the Securities and Exchange Commission (“SEC”) and became effective on June 10, 2020, or automatically became effective, as applicable. This offering is being made only by means of a prospectus. Copies of the final prospectus may be obtained from ThinkEquity, a division of Fordham Financial Management, Inc., 17 State Street, 22nd Floor, New York, New York 10004, by telephone at (877) 436-3673, by email at prospectus@think-equity.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Lantern Pharma Inc.
Lantern Pharma Inc. (LTRN) is a clinical stage biotechnology company, focused on leveraging artificial intelligence (“A.I.”), machine learning and genomic data to streamline the drug development process and to identify the patients that will benefit from our targeted oncology therapies. Our portfolio of therapies consists of small molecules that others have tried, but failed, to develop into an approved commercialized drug, as well as new compounds that we are developing with the assistance of our A.I. platform and our biomarker driven approach. Our A.I. platform, known as RADR®, currently includes more than 275 million data points, and uses big data analytics (combining molecular data, drug efficacy data, data from historical studies, data from scientific literature, phenotypic data from trials and publications, and mechanistic pathway data) and machine learning to rapidly uncover biologically relevant genomic signatures correlated to drug response, and then identify the cancer patients that we believe may benefit most from our compounds. This data-driven, genomically-targeted and biomarker-driven approach allows us to pursue a transformational drug development strategy that identifies, rescues or develops, and advances potential small molecule drug candidates at what we believe is a fraction of the time and cost associated with traditional cancer drug development.
Forward Looking Statements
Statements in this press release contain “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” ‘will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Lantern Pharma Inc.’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and Lantern Pharma Inc. undertakes no duty to update such information except as required under applicable law.
Contact:
Kyle Evans
Public relations
e: lantern@fischtankpr.com
p: 646-699-1414