Sec Form 4 Filing - Kaufman Jonathan H @ LIPELLA PHARMACEUTICALS INC. - 2025-01-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kaufman Jonathan H 2. Issuer Name and Ticker or Trading Symbol LIPELLA PHARMACEUTICALS INC. [ LIPO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) See remarks below. (Last) (First) (Middle) C/O LIPELLA PHARMACEUTICALS INC., 7800 SUSQUEHANNA ST., SUITE 505 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2025 (Street) PITTSBURGH, PA15208 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series C Voting Convertible Preferred Stock ( 1 ) $ 1 01/15/2025( 2 ) J( 1 )( 2 ) 303,041 ( 2 ) 01/15/2025 ( 3 ) Common Stock 303,041 $ 0 ( 1 ) 0 I By Self as proxy and power of attorney for Spartan and an Affiliate (each as defined below) ( 1 ) Common Stock Purchase Warrants ( 1 ) $ 1 01/15/2025( 2 ) J( 1 )( 2 ) 85,421 ( 2 ) 12/27/2024 12/27/2029 Common Stock 85,421 $ 0 ( 1 ) 0 I By Self as proxy and power of attorney for Spartan ( 1 ) Common Stock Purchase Warrants ( 1 ) $ 1 01/15/2025( 2 ) J( 1 )( 2 ) 11,795 ( 2 ) 12/31/2024 12/31/2029 Common Stock 11,795 $ 0 ( 1 ) 0 I By Self as proxy and power of attorney for Spartan ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kaufman Jonathan H C/O LIPELLA PHARMACEUTICALS INC. 7800 SUSQUEHANNA ST., SUITE 505 PITTSBURGH, PA15208 X X See remarks below. Signatures /s/ Jonathan H. Kaufman 01/17/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Such Series C Voting Convertible Preferred Stock, par value $0.0001 per share ("Preferred Stock"), and the common stock, par value $0.0001 per share, of the issuer ("Common Stock"), issuable upon conversion of Preferred Stock ("Conversion Shares") and exercise of the Common Stock purchase warrants (the "Warrant Shares", and collectively with the Preferred Stock and Conversion Shares, "Securities") were subject to an irrevocable proxy and power of attorney, effective December 20, 2024, between the reporting person and Spartan Capital Securities, LLC ("Spartan"), pursuant to which the reporting person had voting power over all Securities held by Spartan and its Affiliates (defined under Rule 405 of the Securities Act of 1933, as amended) or any person or entity acting as a group therewith ("Proxy and POA"). ( 2 )Upon the effectiveness of a registration statement registering the Securities as of January 15, 2025, such voting power granted to the reporting person by Spartan and such Affiliates was terminated. Please see the Proxy and POA attached as Exhibit 24 to the Form 4 filed by the reporting person with the U.S. Securities and Exchange Commission on January 3, 2025. ( 3 )The conversion rights of the Preferred Stock do not expire.

Remarks: President, Chief Executive Officer, Secretary, Treasurer, and Chairman of the Board of Directors.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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