Lipella Pharmaceuticals Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Bankruptcy or Receivership, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
The information set forth below in Item 1.03 of this Current Report on Form 8-K under the caption “Asset Purchase Agreement” is hereby incorporated by reference in this Item 1.01.
Item 1.03 Bankruptcy or Receivership.
Asset Purchase Agreement
On March 30, 2026, Lipella Pharmaceuticals Inc. (the “Company”) 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”).
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”).
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.
Cautionary Note Regarding the Company’s Common Stock
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) |
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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.
| Date: July 15, 2026 | Lipella Pharmaceuticals, Inc. | |
| By: | /s/ Jonathan Kaufman | |
| Name: Jonathan Kaufman | ||
| Title: Chief Executive Officer | ||
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