8-K
Lipocine Inc. (LPCN)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported):
June5, 2024
LIPOCINE
INC.
(Exact name of registrant as specified in its charter)
Commission
File No. 001-36357
| Delaware | 99-0370688 |
|---|---|
| (State<br> or other jurisdiction <br><br>of incorporation) | (IRS<br> Employer <br><br>Identification Number) |
675Arapeen Drive, Suite 202
SaltLake City, Utah 84108
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (801) 994-7383
Former
name or former address, if changed since last report: Not Applicable
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.0001 per share | LPCN | The<br> NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
|---|
On June 5, 2024, the Company held its annual general meeting of shareholders, at which time the proposals described below were voted upon.
| (1) | Election<br> of Directors. The Company’s shareholders elected for a one-year term six persons nominated<br> for election as directors. The following table sets forth the vote of the shareholders at<br> the meeting with respect to the election of directors: | ||
|---|---|---|---|
| Nominee | For | Withheld | Broker<br><br> <br>Non-Vote |
| --- | --- | --- | --- |
| Dr.<br> Mahesh V. Patel | 997,661 | 291,903 | 1,609,323 |
| Jeffrey<br> A. Fink | 996,369 | 293,195 | 1,609,323 |
| John<br> W. Higuchi | 997,914 | 291,650 | 1,609,323 |
| Dr.<br> Jill M. Jene | 979,108 | 310,456 | 1,609,323 |
| Dr.<br> Richard Dana Ono | 1,011,331 | 278,233 | 1,609,323 |
| Dr.<br> Spyros Papapetropoulos | 952,907 | 336,657 | 1,609,323 |
There were no abstentions with respect to the election of directors.
| (2) | Ratification<br> of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders<br> voted upon and ratified the appointment of Tanner LLC as the Company’s independent<br> registered public accountants for the fiscal year ending December 31, 2024. The following<br> table sets forth the vote of the shareholders at the meeting with respect to the appointment<br> of Tanner LLC: | |
|---|---|---|
| For | Against | Abstain |
| --- | --- | --- |
| 2,832,044 | 58,564 | 8,279 |
There were no broker non-votes in the ratification of appointment of Tanner LLC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2024.
| (3) | Advisory<br> Vote on Executive Compensation. The Company’s shareholders voted upon and adopted a<br> non-binding resolution approving the compensation of the Company’s named executive<br> officers. The following table sets forth the vote of the shareholders at the meeting with<br> respect to the adoption of this resolution on named executive officer compensation: | ||
|---|---|---|---|
| For | Against | Abstain | Broker Non-Vote |
| --- | --- | --- | --- |
| 1,049,153 | 226,089 | 14,322 | 1,609,323 |
| (4) | Frequency<br> of Future Advisory Votes to Approve Executive Compensation. The Company’s shareholders<br> voted upon and adopted a non-binding resolution approving the frequency of One Year (an annual<br> vote), for the frequency of future advisory votes relating to the compensation of the Company’s<br> named executive officers: | ||
| --- | --- | ||
| 1 Year | 2 Years | 3 Years | Abstain |
| --- | --- | --- | --- |
| 1,056,391 | 40,782 | 142,604 | 49,787 |
| (5) | Amendment<br> to the Amended and Restated 2014 Stock and Incentive Plan. The Company’s shareholders<br> voted upon and approved the amendment and restatement of the Fourth Amended and Restated<br> 2014 Stock and Incentive Plan. The following table sets forth the vote of the shareholders<br> at the meeting with respect to the amendment and restatement of the Fourth Amended and Restated<br> 2014 Stock and Incentive Plan: | ||
| --- | --- | ||
| For | Against | Abstain | Broker Non-Vote |
| --- | --- | --- | --- |
| 740,829 | 543,323 | 5,412 | 1,609,323 |
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
|---|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIPOCINE<br> INC. | |||
|---|---|---|---|
| Date: | June<br> 5, 2024 | By: | /s/ Mahesh V. Patel |
| Mahesh<br> V. Patel | |||
| President<br> and Chief Executive Officer |