Lantern Pharma Inc.
For the period ended Aug 8, 2025. Filed Aug 8, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 8, 2025 · Filed Aug 8, 2025
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United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
| Filed by Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (which we refer to as the “Annual Meeting”) of Lantern Pharma Inc., a Delaware corporation (which we refer to as “Lantern,” “we,” “us,” “our,” or the “Company”), to be held at 11:00 a.m. Eastern time, on Friday, September 19, 2025.
This year’s Annual Meeting will be conducted via live audio webcast and online stockholder tools. Stockholders will be able to attend and listen to the Annual Meeting live, submit questions and vote their shares electronically at the Annual Meeting from virtually any location around the world.
At the Annual Meeting, you will be asked to consider and vote upon the following proposals to: (1) elect six (6) directors to serve for the ensuing year as members of the Board of Directors of the Company; (2)approve theone-time repricing of certain stock options granted under the Second Amended and Restated 2018 Lantern Pharma Inc. Equity Incentive Plan, as amended; (3) ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and (4) approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposals. The accompanying Proxy Statement describes these matters in more detail. We urge you to read this information carefully.
The Board of Directors recommends a vote: FOR each of the six (6) nominees for director named in the Proxy Statement; FORthe approval of theone-time repricing of certain stock options granted under the Second Amended and Restated Lantern Pharma Inc. 2018 Equity Incentive Plan, as amended; FOR the ratification of the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and FOR an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposals.
Whether or not you plan to attend the Annual Meeting in person, and regardless of the number of shares of Lantern that you own, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to vote your shares of common stock via the Internet or by promptly marking, dating, signing, and returning a proxy card in the envelope provided. Voting over the Internet, or by written proxy, will ensure that your shares are represented at the Annual Meeting.
On behalf of the Board of Directors of Lantern, we thank you for your participation.
Sincerely,
/s/ Donald J. Keyser
Donald J. Keyser,
Chairman of the Board of Directors
1920 McKinney Avenue, 7 th Floor
Dallas, Texas 75201
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ONSeptember 19, 2025
The 2025 Annual Meeting of Stockholders (which we refer to as the “Annual Meeting”) of Lantern Pharma Inc., a Delaware corporation (which we refer to as “Lantern,” “we,” “us,” “our,” or the “Company”), will be held on Friday, September 19, 2025 at 11:00 a.m. Eastern time. This year’s meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast atwww.virtualshareholdermeeting.com/LTRN2025. Stockholders will be able to attend and listen to the Annual Meeting live, submit questions and vote their shares electronically at the Annual Meeting from virtually any location around the world. In order to attend and vote at the Annual Meeting, please follow the instructions in the section titled “Voting at the Meeting” on page 3. We will consider and act on the following items of business at the Annual Meeting:
| 1. | To elect six (6) directors to serve as members of the Board of Directors of the Company (which we refer to as our “Board”) until the next annual meeting of stockholders and until their successors are duly elected and qualified. The director nominees named in the Proxy Statement for election to our Board are: Donald Jeff Keyser, Panna Sharma, Vijay Chandru, Maria Maccecchini, Lee T. Schalop, and David S. Silberstein; |
| 2. | To approve the one-time repricing of certain stock options granted under the Second Amended and Restated Lantern Pharma Inc. 2018 Equity Incentive Plan, as amended (the “Equity Incentive Plan”); |
| 3. | To ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and |
| 4. | To approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposals. |
We intend to commence mailing the Annual Report, Notice of Meeting, Proxy Statement and Proxy Card on or about August 11, 2025 to all stockholders entitled to vote at the Annual Meeting.
The accompanying Proxy Statement describes each of these items of business in detail. Only stockholders of record at the close of business on July 28, 2025 are entitled to receive notice of, attend and vote at the Annual Meeting or any continuation, postponement or adjournment thereof.
All stockholders as of the record date, or who hold a valid proxy, are cordially invited to attend the Annual Meeting via the Internet atwww.virtualshareholdermeeting.com/LTRN2025. To ensure your representation at the Annual Meeting, you are urged to vote your shares of common stock via the Internet or by promptly marking, dating, signing, and returning the proxy card in the envelope provided. Voting instructions are provided on the proxy card and included in the accompanying Proxy Statement. Any stockholder attending the Annual Meeting may vote at the meeting even if he or she previously submitted a proxy. If your shares of common stock are held by a bank, broker or other agent, please follow the instructions from your bank, broker or other agent to have your shares voted.
/s/ Donald J. Keyser
Donald J. Keyser,
Chairman of the Board of Directors
Dallas, Texas
TABLE OF CONTENTS
| Page | |
|---|---|
| INFORMATION ABOUT THE ANNUAL MEETING | 1 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 5 |
| CORPORATE GOVERNANCE | 8 |
| PROPOSAL NO. 2 APPROVAL OF ONE-TIME REPRICING OF CERTAIN STOCK OPTIONS UNDER EQUITY INCENTIVE PLAN | 13 |
| PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 18 |
| PROPOSAL NO. 4 APPROVE AN ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF PROPOSALS 1, 2 OR 3 | 20 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 21 |
| EXECUTIVE OFFICERS AND COMPENSATION | 22 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 26 |
| OTHER MATTERS | 27 |
i
1920 McKinney Avenue, 7 th Floor
Dallas, Texas 75201
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ONSeptember 19, 2025
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