{"url_path":"/sec/ltrn/8-k/2026-05-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1763950/0001493152-26-023200-index.html","accession_number":"0001493152-26-023200","cik":"0001763950","ticker":"LTRN","issuer_name":"Lantern Pharma Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1763950/0001493152-26-023200-index.html","primary_entity_key":"0001763950","primary_entity_name":"Lantern Pharma Inc."},"word_count":1054,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nMay 12, 2026, Lantern Pharma Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)\nwith institutional investors, pursuant to which the Company agreed to issue and sell to such investors in a registered direct offering\n(i) 1,454,175 shares (the “Common Shares”) of common stock, par value $0.0001 per share (the “Common Stock”),\nof 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\n(the “Pre-Funded Warrants”) in lieu of the Common Shares, at an offering price of $2.0599 (such registered direct offering,\nthe “Offering”). The closing of the Offering occurred on May 14, 2026.\n\n \n\nIn\naddition, in a concurrent private placement, the Company issued to such investors warrants to purchase up to 2,135,923 shares\nof Common Stock (the “Purchase Warrants”), at an exercise price of $2.27 per share. The Purchase Warrants and the shares\nof Common Stock issuable upon the exercise of such Purchase Warrants (the “Purchase Warrant Shares”) were\noffered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”)\nand/or Rule 506(b) of Regulation D promulgated thereunder. A holder will not have the right to exercise any portion of the Purchase\nWarrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, upon election of the holder, 9.99%)\nof the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is\ndetermined in accordance with the terms of the Purchase Warrants. However, any holder may increase or decrease such percentage, provided\nthat any increase will not be effective until the 61st day after such election. The Purchase Warrants are exercisable\nsix months following the initial issuance date and expire five years following the initial exercise date.\n\n \n\nThe\nCompany agreed to file a registration statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) relating to the offer\nand resale by the investors of the Purchase Warrant Shares within 30 days of the effective date of the Purchase Agreement and to use\ncommercially reasonable efforts to cause such registration statement to become effective within 60 days following the closing of the\noffering (or 90 days in the event of a full SEC review).\n\n \n\nMoreover,\nthe Purchase Agreement provides the investors with the right, subject to specified conditions, to participate on the same terms as other\ninvestors in certain future equity financing of the Company’s contemplated subsidiary composed of the AI platform, withZeta.ai, and related\ntechnologies, for a limited period following such subsidiary’s public emergence, up to an aggregate of 30% of such financing, excluding\ncertain exempt issuances. The Company has agreed to cause such subsidiary to assume these obligations and if such subsidiary is not timely\nformed or does not complete its public emergence within the specified timeframes, similar participation rights will apply to certain\nfuture equity financings of the Company.\n\n \n\nIn addition, the Purchase Agreement restricts the Company, for a period of two years following\nthe closing of the offering, from entering into or effecting any “Variable Rate Transaction,” which generally includes issuances of securities\nwhere the conversion, exercise, or issuance price is variable, subject to future adjustment, or based on the trading price of the Company’s\ncommon stock, as well as equity line or similar facilities permitting future issuances at indeterminate prices. The Purchase Agreement\nprovides 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\noffering does not constitute a Variable Rate Transaction.\n\n \n\nEach\nPre-Funded Warrant entitles the holder to purchase one share (“Pre-Funded Warrant Share”) of Common Stock. The Pre-Funded\nWarrants are immediately exercisable and may be exercised at a nominal consideration of $0.0001 per share of Common Stock at any time\nuntil all of the Pre-Funded Warrants are exercised in full.\n\n \n\nPursuant\nto an engagement letter dated April 20, 2026, Rodman and Renshaw, LLC (“Placement Agent”) acted as the sole placement\nagent for the Offering. In consideration for the Placement Agent serving as the placement agent for the Offering, the Company paid\nthe Placement Agent a cash fee equal to 7% of the aggregate gross proceeds of the Offering and reimbursed the Placement Agent\nfor certain expenses and legal fees. In addition, the Company issued to the Placement Agent or its designees warrants to purchase\n5% of the Common Shares (or Pre-Funded Warrants in lieu thereof) sold in the Offering (the “Placement Agent Warrants”). The\nPlacement 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\nsales 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\ncash with respect to the exercise of any Purchase Warrants issued in the concurrent private placement.\n\n \n\nThe\nCommon Shares, the Pre-Funded Warrants and Pre-Funded Warrant Shares were offered pursuant to a “shelf” registration\nstatement on Form S-3 (File No. 333-279718) that was declared effective by the SEC on June 10, 2024, and a prospectus supplement\nthat was filed with the SEC on May 14, 2026 in connection with the Offering.\n\n \n\nThe\nCompany received gross proceeds of approximately $4.4 million from the Offering, before deducting Offering expenses\npayable by the Company, including the Placement Agent’s fees. The Company intends to use the net proceeds from the Offering for\nworking capital and general corporate purposes.\n\n \n\nThe\nSecurities Purchase Agreement, form of the Pre-Funded Warrant, form of the Purchase Warrant and form of the Placement Agent Warrant are\nfiled as exhibits to this Current Report on Form 8-K (this “Form 8-K”) and are incorporated by reference herein.\n\n \n\nThe\nCompany issued press releases announcing the pricing and closing of the Offering on May 13, 2026 and May 14,\n2026, respectively. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively,\nand are incorporated herein by reference.\n\n \n\nA\ncopy of the legal opinion and consent of Greenberg Traurig, LLP relating to the Common Shares, Pre-Funded Warrants and Pre-Funded Warrant\nShares is attached hereto as Exhibit 5.1."}