Lantern Pharma Inc. 8-K

What Happened

• Lantern Pharma Inc. announced on May 12, 2026 (closing May 14, 2026) a registered direct offering that sold 1,454,175 common shares at $2.06 per share and pre-funded warrants for 681,748 shares at $2.0599 each. Gross proceeds were approximately $4.4 million.
• In a concurrent private placement the company issued purchase warrants to buy up to 2,135,923 shares at an exercise price of $2.27 per share. Pre-funded warrants are immediately exercisable for $0.0001 per share. Purchase warrants become exercisable six months after issuance and expire five years after initial exercise.
• Rodman & Renshaw acted as placement agent; Lantern paid a 7% cash fee plus expenses and issued placement agent warrants equal to 5% of the Common Shares (or Pre-Funded Warrants) sold in the Offering (placement-agent warrant exercise price $2.575). The company also agreed to a 3% cash fee on gross cash exercise proceeds of Purchase Warrants.

Key Details

• Offering dates: Purchase Agreement dated May 12, 2026; closing occurred May 14, 2026. Prospectus supplement filed May 14, 2026 under Form S-3 (File No. 333-279718).
• Securities issued: 1,454,175 common shares; 681,748 pre-funded warrants; purchase warrants to acquire up to 2,135,923 shares.
• Proceeds and use: ~ $4.4M gross proceeds; stated use — working capital and general corporate purposes.
• Other material terms: ownership cap on warrant exercise (4.99% default, 9.99% optional after election subject to timing); two-year restriction on “Variable Rate Transactions” (with certain ATM sales allowed after day 75); company to file a Form S-1 to register resale of shares issuable on exercise of Purchase Warrants within 30 days and use best efforts to have it effective in 60 (or 90 if full SEC review).

Why It Matters

• Dilution and overhang: The issuance of shares, pre-funded warrants and nearly 2.14M purchase warrants creates potential future dilution that investors should track (exercise prices and timing affect dilution risk).
• Financing runway and flexibility: The ~$4.4M gross proceeds provide near-term cash for working capital, but are modest relative to biotech development needs; the Company also agreed to restrictions on certain variable-price financings for two years.
• Strategic move on AI assets: Lantern announced plans to carve out an independent business for its AI platform (withZeta.ai) led by CEO Panna Sharma, potentially seeking separate funding or a public listing — this could change the company’s capital allocation and investor profile. The company also suspended ATM sales under its ThinkEquity Sales Agreement until a new prospectus supplement is filed.