Lantern Pharma (LTRN) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for Dec. 1, 2026; holders of record on Oct. 5, 2026 may vote, with 14,935,576 common shares outstanding and one vote per share.

• Board recommends FOR all seven proposals, including six director nominees, capital and equity-plan amendments, warrant-share issuance, auditor ratification, say-on-pay, and annual say-on-pay votes.

Voting matters and shareholder proposals

• Proposal 1 seeks election of Donald Jeff Keyser, Panna Sharma, Vijay Chandru, Maria Maccecchini, Lee T. Schalop, and David S. Silberstein for one-year terms; plurality vote elects the six nominees.

• Proposal 2 would double authorized common shares from 25 million to 50 million; only 281,597 shares were unissued and unreserved as of Oct. 5, 2026.

• Proposal 3 seeks 250,000 additional Equity Incentive Plan shares, bringing the plan reserve to 2,114,680; 425,633 shares would be available for new awards if approved.

• Proposal 4 seeks approval for up to 3,669,725 warrant shares at $1.09 each; full exercise could yield ~$4.0 million for working capital and general purposes while diluting existing holders.

• Proposals 5–7 seek 2026 EisnerAmper ratification, advisory executive-pay approval, and a preferred say-on-pay frequency; the Board recommends FOR and one year, respectively.

Board of directors and corporate governance

• Board has six members, five independent; Donald Jeff Keyser is chair and Panna Sharma is CEO and president, with no lead director.

• In 2025, the Board met six times and acted five times by unanimous written consent; all directors attended at least 75% of Board and committee meetings.

• Independent Audit, Compensation, and Nominating and Corporate Governance committees oversee their respective mandates; committee chairs are Keyser, Maccecchini, and Chandru.

• Proxy access permits a holder or group of up to 10 with at least 3% ownership for three years to nominate up to the greater of two directors or 20% of the Board, subject to bylaw requirements.