8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of

the

Securities Exchange Act of 1934

Dateof report (Date of earliest event reported): November 21, 2023

LanternPharma Inc.

(Exact Name of Registrant as Specified in Its Charter)

1920 McKinney Avenue, 7th Floor

Dallas, Texas 75201

(Address of principal executive offices)

(972) 277-1136

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.

Securitiesregistered pursuant to Section 12(b)of the Act:

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

Item1.01 Entry into a Material Definitive Agreement.

On November 21, 2023, Lantern Pharma Inc. (“Company”) entered into separate Securities Purchase Agreements with Bios Fund I QP, LP and Bios Fund I, LP (the “Bios Entities”) pursuant to which the Company agreed to purchase from the Bios Entities a total of 145,348 shares (the “Shares”) of Company common stock, at a purchase price of $3.44 per share, for a total purchase price of $499,997.12. The agreements contain customary representations, warranties, and covenants for agreements of such nature. The transactions under the agreements are expected to close prior to November 30, 2023.

The Bios Entities are part of a related family of investment partnerships under common control, which collectively beneficially own approximately 14.7% of the Company’s issued and outstanding shares of common stock. The Company was advised by the Bios Entities that their motivation to sell the Shares (i) did not relate to the activities or operations of the Company and (ii) was for the purpose of generating working capital for the operations of the Bios Entities and ensuring adequate liquidity.

SIGNATURES

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.