Lantern Pharma Inc. 提交 8-K 申報，披露最新集資及業務重組計劃

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
DC 20549

 

FORM
8-K

 

CURRENT
REPORT

Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date
of Report (Date of earliest event reported): May 12, 2026

 

 

 

Lantern
Pharma Inc.

(Exact
Name of Registrant as Specified in Its Charter)

 

 

 

 
 Delaware
  
 001-39318
  
 46-3973463

 
 (State or Other Jurisdiction

 of Incorporation)

  
 (Commission

 File
 Number)

  
 (I.R.S.
 Employer

 Identification
 Number)

 

1920
McKinney Avenue, 7th Floor
 Dallas, Texas 75201

(Address
of principal executive offices)

 

(972)
277-1136

(Registrant’s
telephone number, including area code)

 

 

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

 

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

 

☐Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

☐Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)

  

☐Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

  

☐Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

Securities
registered pursuant to Section 12(b)of the Act:

 

 
 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of each exchange on which registered

 
 Common Stock, par value of $0.001 per share
  
 LTRN
  
 Nasdaq Capital Market

 
 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging
growth company ☐

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

  

  

 

 

Item
1.01 Entry into a Material Definitive Agreement.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

  

  

 

 

Item
3.02 Unregistered Sale of Equity Securities.

 

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

 

Item
8.01 Other Events.

 

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

 

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

 

Item
9.01 Financial Statements and Exhibits

 

(d)
Exhibits

 

The
following exhibits are filed with this report:

 

 
 Exhibit

 Number
  
 Exhibit
 Description

 
 4.1
  
 Form of Pre-Funded Common Stock Purchase Warrant

 
 4.2
  
 Form of Purchase Warrant

 
 4.3
  
 Form of Placement Agent Warrant

 
 5.1
  
 Legal Opinion of Greenberg Traurig, LLP

 
 10.1
  
 Securities Purchase Agreement

 
 23.1
  
 Consent of Greenberg Traurig, LLP (included in Exhibit 5.1)

 
 99.1
  
 Press release dated May 13, 2026 announcing the pricing of the Offering

 
 99.2
  
 Press release dated May 14, 2026 announcing the closing of the Offering

 
 104
  
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SIGNATURE

 

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

 

 
  
 Lantern Pharma Inc.

 
  
  
  

 
 Dated:
 May 14, 2026
 By:
 /s/
 David Margrave

 
  
  
 David
 Margrave

 
  
  
 Chief
 Financial Officer