UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry Into a Material Definitive Agreement.
On July 3, 2025, Lantern Pharma Inc., a Delaware corporation (the “Company”), entered into an ATM Sales Agreement (the “Sales Agreement”) with ThinkEquity LLC (the “Agent”), pursuant to which the Company may offer and sell up to $15,530,000 maximum aggregate offering price of shares (the “Placement Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”) from time to time through the Agent, acting as sales agent or principal, in such amounts as the Company may specify by notice to the Agent, in accordance with the terms and conditions set forth in the Sales Agreement.
The offer and sale of the Placement Shares from time to time by the Company have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s registration statement on Form S-3 (File No. 333-279718), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 10, 2024. The Company has filed a prospectus supplement, dated July 3, 2025, with the SEC in connection with the offer and sale of the Placement Shares.
The Company will pay the Agent a commission of 3.0% of the aggregate gross proceeds from the sale of the Placement Shares pursuant to the Sales Agreement. Under the Sales Agreement, the Agent may sell the Placement Shares in sales deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on or through The Nasdaq Capital Market or any other existing trading market for the Placement Shares, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or by any other method permitted by law. The Company may instruct the Agent not to sell the Placement Shares if the sales cannot be effected at or above the price designated by the Company in such instructions. The Company is not obligated to make any sales of the Placement Shares under the Sales Agreement.
The offering pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all of the Placement Shares subject to the Sales Agreement and (ii) termination of the Sales Agreement as permitted therein. The Company may terminate the Sales Agreement in its sole discretion at any time by giving ten days’ prior notice to the Agent. The Agent may terminate the Sales Agreement under the circumstances specified in the Sales Agreement and in its sole discretion at any time by giving ten days’ prior notice to the Company.
The Sales Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Sales Agreement, the Company has agreed to indemnify the Agent against certain specified types of liabilities, including liabilities under the Securities Act, to contribute to payments the Agent may be required to make in respect of these liabilities, and to reimburse the Agent for certain expenses.
The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “8-K”) and is incorporated by reference into this Item 1.01. A copy of the opinion of Greenberg Traurig, LLP with respect to the validity of the Placement Shares that may be sold and issued pursuant to the Sales Agreement is attached as Exhibit 5.1 to this 8-K.
This 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the Placement Shares or any other security.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | ATM Sales Agreement, dated July 3, 2025, by and between the Company and ThinkEquity LLC | |
| 5.1 | Opinion of Greenberg Traurig, LLP | |
| 23.1 | Consent of Greenberg Traurig, LLP (included within the opinion filed as Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 3, 2025
| LANTERN PHARMA INC. | ||
| By: | /s/ David Margrave | |
| David Margrave | ||
| Chief Financial Officer | ||