Lipella Pharmaceuticals (LIPO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for July 21, 2025, to be held virtually, with voting on four key proposals and other business as may arise.

• Proposals include election of seven directors, amendment to the 2020 Stock Incentive Plan, ratification of share issuances related to private placements, and ratification of the independent auditor.

• Only stockholders of record as of June 18, 2025, are entitled to vote; specific restrictions apply to Series C Preferred Stock holders regarding Proposal No. 3.

Voting matters and shareholder proposals

• Proposal 1: Elect seven directors to serve until the 2026 annual meeting.

• Proposal 2: Amend the 2020 Stock Incentive Plan to increase authorized shares from 300,000 to 800,000.

• Proposal 3: Ratify and approve issuance of 20% or more of outstanding common stock upon exercise of Placement Agent Warrants and conversion of Series C Preferred Stock, as required by Nasdaq rules.

• Proposal 4: Ratify the selection of Urish Popeck & Co., LLC as independent registered public accountants for 2025.

• Board recommends voting FOR all proposals and director nominees.

Board of directors and corporate governance

• Board consists of seven members, with a majority determined to be independent under Nasdaq rules.

• Board diversity matrix provided, showing gender and demographic backgrounds.

• Board committees include audit, compensation, and nominating/governance, each composed entirely of independent directors.

• No family relationships among directors or executive officers.

• CEO also serves as Chairman; no lead independent director.