10-K/A: Lantern Pharma Files Amendment to Annual Report

Sentiment:

Annual Report Amendment 30 April 2026 6:05 AM

Lantern Pharma Inc. has filed an amendment to its 2025 Form 10-K, primarily to include previously omitted information regarding directors, executive officers, and corporate governance.

Summary

This filing is an amendment (Amendment No. 1) to Lantern Pharma Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
The amendment's purpose is to add information to Part III, Items 10 through 14, which was initially omitted in reliance on General Instruction G(3) to Form 10-K.
New certifications from the principal executive and financial officers are included as exhibits.
The filing details the current executive officers and directors, their backgrounds, and their qualifications.
Information on corporate governance, including the Audit Committee, Code of Conduct, and Insider Trading Policy, is provided.
Executive compensation for the fiscal years 2025 and 2024 is detailed, including salaries, bonuses, and option awards.
Details on stock ownership by directors, executive officers, and major shareholders as of April 17, 2026, are presented.
The filing also addresses certain relationships and related party transactions, including a stock purchase agreement with Bios Entities and a collaboration agreement with Actuate Therapeutics.
Information regarding principal accountant fees and services from EisnerAmper LLP for 2025 and 2024 is included.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral; it is an amendment to a previous report providing procedural updates and detailed corporate information rather than new operational or financial results.

Positives

The company has a majority of independent directors on its Board, meeting Nasdaq listing standards.
The Audit Committee is composed of independent directors, with one member designated as a financial expert.
The company has adopted a Code of Conduct and an Insider Trading Policy to promote ethical practices and compliance.
Executive compensation includes base salary, bonuses tied to milestones, and stock options as incentive compensation.
The company has a robust Equity Incentive Plan to incentivize employees and directors.

Negatives

The employment agreements for key executives (Panna Sharma, David Margrave, Kishor Bhatia) have expired, though their terms continue to apply except for severance and change-in-control provisions.
Kishor Bhatia's base salary was significantly reduced from $316,000 in 2024 to $189,600 in 2025 due to adjusted hours.
The company's stock options were repriced in September 2025, which could indicate a previous decline in stock value below the original exercise prices.

Risks

The filing contains forward-looking statements, and actual results could differ materially due to various risks and uncertainties inherent in the biotechnology industry.
The company operates in a competitive and rapidly changing environment where new risks emerge frequently.
The effectiveness of internal controls over financial reporting is not explicitly detailed in this amendment, though it is a standard part of a full 10-K.

Future Outlook

The filing does not contain specific forward-looking financial guidance. However, it references the company's ongoing development of precision therapeutics using AI and genomics, and the potential for future equity awards under its incentive plan.

Management Comments

Panna Sharma: "As Chief Executive Officer, Mr. Sharma oversees our use of AI and genomics in developing our therapy product pipeline to innovate the rescue, revitalization and development of precision therapeutics in oncology."
Donald Jeff Keyser: "Based on the above qualifications, the Company believes Dr. Keyser is qualified to be on the Board."
Panna Sharma: "Based on the above qualifications, the Company believes Mr. Sharma is qualified to be on the Board."
David R. Margrave: "Based on the above qualifications, the Company believes Mr. Margrave is qualified to be on the Board."
Vijay Chandru: "Based on the above qualifications, the Company believes Dr. Chandru is qualified to be on the Board."
Maria L. Maccecchini: "Based on the above qualifications, the Company believes Dr. Maccecchini is qualified to be on the Board."
Lee T. Schalop: "Based on the above qualifications, the Company believes Dr. Schalop is qualified to be on the Board."
David S. Silberstein: "Based on the above qualifications, the Company believes Dr. Silberstein is qualified to be on the Board."

Industry Context

StockSavvy.ai notes that this filing is typical for a publicly traded biotechnology company, focusing on corporate governance, executive compensation, and shareholder information as required by the SEC. The inclusion of details on equity incentive plans and option repricing reflects common practices in the sector aimed at attracting and retaining talent in a competitive landscape.

Comparison to Industry Standards

The company's board composition, with a majority of independent directors, aligns with best practices and Nasdaq listing requirements for publicly traded companies.
The structure of executive compensation, including base salary, performance-based bonuses, and equity awards, is standard within the biotechnology and pharmaceutical industries.
The use of stock options as a key component of executive compensation is a widespread practice in the industry to align management interests with shareholder value.
The existence of an Audit Committee with an independent financial expert is a requirement and standard practice for public companies to ensure financial oversight.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Audit Committee Composition	The Audit Committee consists of Donald Jeff Keyser (Chair), Maria L. Maccecchini, and Lee T. Schalop. All members meet independence requirements.	Ongoing	Ensures independent oversight of financial reporting and internal controls.
Director Independence	Five out of six directors are deemed independent under Nasdaq listing standards and SEC rules.	As of April 29, 2026	Strengthens corporate governance by ensuring a majority of the board can exercise independent judgment.
Stockholder Communications	No formal policy for stockholder communication to the Board; communications should be sent to the corporate secretary for distribution.	Ongoing	May present a less direct channel for stockholder engagement compared to formal policies.
Code of Conduct	A Code of Conduct is in place for all employees, officers, and directors, overseen by the Audit Committee.	Ongoing	Promotes ethical behavior and accountability throughout the organization.
Insider Trading Policy	An Insider Trading Policy is in effect to govern securities transactions by directors, officers, and employees.	Ongoing	Aims to ensure compliance with insider trading laws and regulations.

Related Party Transactions

The company repurchased 145,348 shares of its common stock from Bios Fund I QP, LP and Bios Fund I, LP for approximately $500,000 in November 2023. These entities are part of a group that collectively beneficially owns approximately 7.38% of the company's stock.
A Collaboration Agreement with Actuate Therapeutics, Inc. (which expired March 31, 2024) involved utilizing Lantern Pharma's RADR platform. The company received 13,889 shares of Actuate common stock post-IPO and reverse stock split. Certain Bios Equity Entities hold ownership interests in both Lantern Pharma and Actuate.

Stakeholder Impact

Shareholders: The filing provides transparency on governance, compensation, and ownership, which are key considerations for investors. The option repricing may impact the perceived value of existing equity awards.
Employees: The Equity Incentive Plan and 401(k) plan provide benefits and incentives. Changes in executive compensation and option repricing could affect morale.
Management: Details on compensation, employment agreements, and stock ownership are provided. The expiration of certain provisions in employment agreements requires attention.
Board of Directors: Information on director qualifications, independence, and committee memberships is detailed.

Next Steps

The company will continue to operate under its existing governance structures and compensation policies.
Future equity awards may be granted under the Equity Incentive Plan.
The company's operations and strategic development, particularly in oncology using AI and genomics, will continue.

Key Dates

Date	Description
2025-12-31	Fiscal year ended.
2026-04-29	Date of filing of Amendment No. 1 to Form 10-K/A.
2026-04-17	Date as of which security ownership information is presented.
2026-04-29	Date as of which shares of common stock outstanding are reported.
2025-07-03	Date of ATM Sales Agreement.
2025-07-24	Date the Board of Directors approved the option repricing.
2025-09-19	Date stockholders approved the one-time stock option repricing.
2025-12-18	Date of stock option grants to David Margrave and Kishor Bhatia.
2024-11-15	Expiration date of severance and change in control payment provisions for Panna Sharma and David Margrave's employment agreements.
2025-01-15	Expiration date of severance and change in control payment provisions for Kishor Bhatia's employment agreement.
2024-07-15	Date of stock option grants to Panna Sharma, David Margrave, and Kishor Bhatia.
2024-08-15	Commencement date for vesting of options granted on July 15, 2024.
2025-01-18	Commencement date for vesting of options granted on December 18, 2025.
2026-09-19	One-year anniversary of stockholder approval of option repricing, after which repriced options can be exercised at the new price.
2023-11-21	Date of Securities Purchase Agreements with Bios Fund I QP, LP and Bios Fund I, LP.
2024-03-31	Expiration date of the Collaboration Agreement with Actuate Therapeutics, Inc.
2022-08-29	Original adoption date of the Second Amended and Restated 2018 Equity Incentive Plan.
2024-06-13	Most recent amendment date of the Equity Incentive Plan.
2023-12-28	Date of amendments to employment agreements with Kishor Bhatia and David Margrave.
2025-01-01	Effective date of amendment to Kishor Bhatia's employment agreement.
2023-01-01	Commencement date of the Company's 401(k) plan.

Keywords

Lantern Pharma, Form 10-K/A, Amendment, Annual Report, Corporate Governance, Executive Compensation, Directors, Officers, Stock Ownership, Related Party Transactions, SEC Filing

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