Sec Form 3 Filing - KEYSER D JEFFREY @ Lantern Pharma Inc. - 2020-06-10

FORM 3 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person KEYSER D JEFFREY 2. Issuer Name and Ticker or Trading Symbol Lantern Pharma Inc. [ LTRN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O LANTERN PHARMA INC., 1920 MCKINNEY AVENUE, 7TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/10/2020 (Street) DALLAS,, TX75201 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 Stock Options $ 1.03 ( 1 ) ( 2 ) ( 2 ) Common Stock 32,538 ( 1 ) ( 2 ) D Series A Preferred Stock ( 1 ) ( 3 ) ( 3 ) ( 3 ) Common Stock 31,927 ( 1 ) ( 3 ) D Series A Warrants $ 3.13 ( 1 ) ( 4 ) 05/25/2019 07/25/2024 Common Stock 3,831 ( 1 ) ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KEYSER D JEFFREY C/O LANTERN PHARMA INC. 1920 MCKINNEY AVENUE, 7TH FLOOR DALLAS,, TX75201 X Signatures /s/ Donald Jeffrey Keyser 06/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the Issuer's initial public offering ("IPO"), the Issuer intends to effect a 1.74-for-1 stock split on its outstanding common stock, which will become effective immediately prior to the closing of the Issuer's IPO ("Stock Split"). The share amounts and the price reflect the anticipated Stock Split. ( 2 )The securities beneficially owned by the Reporting Person consists of 32,538 shares of common stock subject to options exercisable within 60 days. ( 3 )The securities beneficially owned by the Reporting Person consists of 18,349 shares of Series A Preferred Stock, which will automatically convert into 31,927 shares of common stock immediately prior to the closing of the Issuer's IPO. ( 4 )The securities beneficially owned by the Reporting Person consists of warrants to purchase up to 2,202 shares of the Issuer's Series A Preferred Stock; provided, that upon the closing of the Issuer's IPO, such warrants will be amended to represent a right to purchase up to 3,831 shares of common stock at $3.13 per share.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.