LTRN · Lantern Pharma Inc.

Lantern Pharma Inc. executed a securities purchase agreement on May 12, 2026, with institutional investors for a registered direct offering that closed on May 14, 2026, raising $4.4 million gross proceeds from selling 1,454,175 shares of common stock at $2.06 each and 681,748 pre-funded warrants at $2.0599 each, the latter immediately exercisable at a nominal $0.0001. Concurrently, in a private placement exempt under Section 4(a)(2) and Rule 506(b), the company issued warrants to purchase 2,135,923 shares at $2.27 per share, featuring a 4.99%/9.99% beneficial ownership cap, exercisable starting six months after issuance (November 14, 2026), and expiring five years thereafter, potentially adding $4.85 million if fully exercised. Rodman & Renshaw LLC, as sole placement agent, earned a 7% cash fee, expense reimbursement, a 3% fee on future warrant exercises, and warrants covering 5% of the offering securities at a 25% premium ($2.575). Key covenants include a commitment to register warrant shares via Form S-1 within 30 days and use reasonable efforts for effectiveness within 60 days post-closing, plus investor rights to 30% of future financings for the planned withZeta.ai subsidiary upon its public emergence, with fallback rights to company financings if delayed. A two-year ban on variable rate transactions protects dilution, excluding at-the-market sales after 75 days. The company also suspended its existing ATM program. This financing bolsters liquidity amid AI-drug development efforts, with press releases signaling strategic separation of withZeta.ai under CEO Panna Sharma to unlock dedicated capital and valuation, planning an investor webinar for details.