UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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

~~Pursuant~~Date of toReport ~~Section 13 or 15~~(d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act~~reported): June of12, ~~1934~~2026

~~Date~~Lipella Pharmaceuticals ~~of Report~~ Inc. (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported): March~~specified ~~30,~~in ~~2026~~its charter)

~~Lipella~~Delaware ~~Pharmaceuticals~~(State ~~Inc~~or other jurisdiction of incorporation) 001-41575 (Commission File Number) 20-2388040 (I.R.S. Employer Identification No.)

~~(Exact~~1159 S. ~~name~~Negley Avenue, Pittsburgh, PA 15217 (Address of ~~registrant~~principal asexecutive ~~specified~~offices) ~~in its~~(Zip ~~charter~~Code)

Delaware		001-41575		20-2388040
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(412) 894-1853
(Registrant's telephone number, including area code)

7800 Susquehanna St., Suite 505 Pittsburgh, PA		15208
(Address of registrant’s principal executive office)		(Zip code)

Registrant’s telephone number, including area code: (412) 894-1853

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))

☐

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

☐

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

☐

Pre-commencement communication 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: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule ~~12b~~20-2 of the Securities Exchange Act of 1934 (17 CFR §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~~.03 Bankruptcy or Receivership~~

~~On [Filing Date], [Company Name,~~Item ~~Inc~~1.]01 Entry ~~(the~~into ~~“Company”)~~a ~~and~~Material ~~certain~~Definitive of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Western District of Pennsylvania (the “Bankruptcy Court”).Agreement

~~Cautionary~~The information ~~Note~~set ~~Regarding~~forth ~~Chapter~~below 11in Item 1.03 of this Current Report on Form 8-K under the caption “Asset Purchase Agreement” ~~Case~~is hereby incorporated by reference in this Item 1.01.

~~The Company cautions that trading in the~~Item ~~Company’s common stock during the pendency of the Chapter 11 case is highly speculative and poses substantial risks~~1.03 Bankruptcy ~~Trading prices for the Company’s common stock may bear little~~ or ~~no relationship to the actual recovery, if any, by holders of the Company’s common stock in the Chapter 11 Cases~~Receivership.

~~Item~~Asset Purchase ~~9.01 Financial Statements and Exhibits~~Agreement

On March 30, 2026, Lipella Pharmaceuticals Inc. (dthe “Company”) ~~Exhibits~~filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Western District of Pennsylvania (the “Bankruptcy Court”) at Case No. 26-20879-CMB (the “Bankruptcy Case”).

Exhibit No.		Description
99.1		Press Release, dated March 30, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

On May 14, 2026, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with XRAIY (the “Purchaser”) pursuant to which the Purchaser agreed to purchase substantially all of the assets of the Company (such assets, the “Purchased Assets,” and such transaction, the “Sale”). The Bankruptcy Court authorized and approved the Sale and the Asset Purchase Agreement, pursuant to section 363 of the Bankruptcy Code, by Order dated June 4, 2026, at Doc. No. 115 (the “Sale Order”).

~~SIGNATURES~~A copy of the Sale Order is attached hereto as Exhibit 2.1. A copy of the Asset Purchase Agreement is attached hereto as Exhibit 2.2.

~~Pursuant to the requirements of the Securities~~Cautionary ~~Exchange~~Note ~~Act~~Regarding ~~of 1934,~~ the ~~registrant~~Company’s ~~has~~Common ~~duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Stock

Date: March 30, 2026	Lipella Pharmaceuticals Inc.
	By:	/s/ Jonathan Kaufman
		Name: Jonathan Kaufman Title: Chief Executive Officer

The Company cautions that trading in the Company’s common stock during the pendency of the Chapter 11 Case is highly speculative and poses substantial risks. Trading prices for the Company’s common stock may bear little or no relationship to the actual recovery, if any, by holders of the Company’s common stock in the Chapter 11 Case.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
2.1	Order (I) Approving the Sales or other Acquisition Transaction for the Assets, (II) Authorizing the Sales Free and Clear of all Encumbrances, (III) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (IV) Granting Related Relief [Doc. No. 115]
2.2	Asset Purchase Agreement among Lipella Pharmaceuticals Inc. and XRAIY LLC, or its designee(s), dated as of May 14, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: July 15, 2026	Lipella Pharmaceuticals, Inc.

	By:	/s/ Jonathan Kaufman
		Name: Jonathan Kaufman
		Title: Chief Executive Officer

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