Lantern Pharma Inc美股招股说明书(2026-03-30版)

Shares of Common Stock Lantern Pharma Inc. shares of our common stock at a public offering price of $per share on a best efforts basis. We are offering We have engaged ThinkEquity LLC (the “placement agent”) to act as our exclusive placement agent in connection with this offering.The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectussupplement. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is notrequired to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay placement agentfees to the placement agent as set forth in the table below, which assumes that we sell all of the securities offered by this prospectussupplement. Since we will deliver the securities to be issued in this offering upon our receipt of investor funds, there is no arrangementfor funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing ofthis offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than allof the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offeringwill not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described inthis prospectus supplement. In addition, because there is no escrow account and no minimum offering amount, investors could be in aposition where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack ofinterest in this offering. Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despiteuncertainty about whether we would be able to use such funds to effectively implement our business plan. See the section entitled“Risk Factors” for more information. We will bear all costs associated with the offering. See “Plan of Distribution” on page S-9 of thisprospectus supplement for more information regarding these arrangements. Our common stock is listed on the Nasdaq Capital Market under the symbol “LTRN.” On March 27, 2026, the last reported sales priceof our common stock on the Nasdaq Capital Market was $1.12 per share. As of March 27, 2026, the aggregate market value of our outstanding common stock held by non-affiliates, or public float, was$35,164,013, based on 11,208,938 shares of our common stock, of which approximately 45,759 shares were held by affiliates, and aprice of $3.15 per share, which was the price at which our common stock was last sold on The Nasdaq Stock Market on January 30,2026. During the prior 12-calendar-month period that ends on and includes the date of this prospectus supplement, we have sold$1,624,547 shares of our common stock pursuant to General Instruction I.B.6 of Form S-3. Pursuant to General Instruction I.B.6 ofForm S-3, in no event will we sell securities registered on this registration statement in a public primary offering with a valueexceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75 million. Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully reviewand consider all of the information set forth in this prospectus supplement, the accompanying base prospectus and thedocuments incorporated by reference herein and therein, including the risks and uncertainties described under “Risk Factors”beginning on page S-4 of this prospectus supplement and the risk factors incorporated by reference into this prospectussupplement and the accompanying base prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Proceeds to us, before expenses (1)See “Plan of Distribution” beginning on page S-9 of this prospectus supplement for additional information regarding placementagent fees and estimated expenses. , 2026, subject to the satisfaction of customary closing conditions. The delivery of securities to purchasers on or about ThinkEquity The date of this prospectus supplement is, 2026. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4FORWARD-LOOKING STATEMENTSS-6USE OF PROCEEDSS-7DILUTIONS-8PLAN OF DISTRIBUTIONS-9LEGAL MATTERSS-10EXPERTSS-10INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-10WHERE YOU CAN FIND MORE INFORMATIONS-11 Base Prospectus ABOUT THIS PROSPECTUSiiABOUT LANTERN PHARMA INC.1THE OFFERING2RISK FACTORS3NOTE REGARDING FORWA