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):
June4, 2025
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> <br>of<br> incorporation) | (IRS<br> Employer<br><br> <br>Identification<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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. ☐
Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As described below, on June 4, 2025, Lipocine Inc. (the “Company”) held its annual general meeting of shareholders, at which a proposal to amend the Company’s Amended and Restated Certificate of Incorporation to reduce the number of authorized shares of the Company’s Common Stock from 200,000,000 to 75,000,000 shares (the “Amendment”) was approved. On June 4, 2025, the Company filed the Amendment with the Secretary of State of the State of Delaware. A copy of the Amendment is attached hereto as Exhibit 3.4 and is incorporated herein by reference. This discussion is qualified in its entirety by reference to the full text of the Amendment.
Item5.07 Submission of Matters to a Vote of Security Holders
On June 4, 2025, 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 for election as directors. The following<br> table sets forth the vote of the shareholders at the meeting with respect to the election of directors: | ||
|---|---|---|---|
| Nominee | For | Withheld | Broker<br><br> <br>Non-Vote |
| --- | --- | --- | --- |
| Dr.<br> Mahesh V. Patel | 884,861 | 200,706 | 1,826,818 |
| Jeffrey<br> A. Fink | 943,726 | 141,841 | 1,826,818 |
| John<br> W. Higuchi | 873,401 | 212,166 | 1,826,818 |
| Dr.<br> Jill M. Jene | 942,948 | 142,619 | 1,826,818 |
| Dr.<br> Richard Dana Ono | 942,971 | 142,596 | 1,826,818 |
| Dr.<br> Spyros Papapetropoulos | 806,883 | 278,684 | 1,826,818 |
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 voted upon and ratified the appointment<br> of Tanner LLC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2025. The<br> following table sets forth the vote of the shareholders at the meeting with respect to the appointment of Tanner LLC: | |
|---|---|---|
| For | Against | Abstain |
| --- | --- | --- |
| 2,817,444 | 86,618 | 8,323 |
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, 2025.
| (3) | Advisory<br> Vote on Executive Compensation. The Company’s shareholders voted upon and adopted a non-binding resolution approving the compensation<br> of the Company’s named executive 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 |
| --- | --- | --- | --- |
| 926,497 | 121,032 | 38,038 | 1,826,818 |
| (4) | Amendment<br> to the Amended and Restated Certificate of Incorporation to reduce the number of authorized shares of the Company’s Common<br> Stock from 200,000,000 to 75,000,000 shares. The Company’s shareholders voted and approved the amendment to the Amended and<br> Restated Certificate of Incorporation. The following table sets forth the vote of the shareholders at the meeting with respect to<br> the amendment to the Amended and Restated Certificate of Incorporation: | ||
| --- | --- | ||
| For | Against | Abstain | |
| --- | --- | --- | |
| 2,677,239 | 232,154 | 2,992 | |
| (5) | Adjournment<br> of the Annual Meeting, if necessary, to continue to solicit votes in favor of the foregoing proposals. The following table sets forth<br> the vote of the shareholders at the meeting with respect to the adjournment of the Annual Meeting, if necessary: | ||
| --- | --- | ||
| For | Against | Abstain | |
| --- | --- | --- | |
| 2,124,434 | 609,018 | 178,933 |
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
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> 4, 2025 | By: | /s/ Mahesh V. Patel |
| Mahesh<br> V. Patel | |||
| President<br> and Chief Executive Officer |
Exhibit3.4
CERTIFICATEOF AMENDMENT
TO
AMENDEDAND RESTATED CERTIFICATE OF INCORPORATION
OF
LIPOCINEINC.
Lipocine Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:
**FIRST:**The name of this corporation is Lipocine Inc. and the date on which the Amended and Restated Certificate of Incorporation of the Company was originally filed with the Secretary of State of the State of Delaware was July 24, 2013 (the “Amended and RestatedCertificate of Incorporation”).
**SECOND:**The Board of Directors of the Corporation has duly adopted resolutions proposing and declaring advisable that the Amended and Restated Certificate of Incorporation be amended as set forth herein and calling for the consideration and approval thereof at a meeting of the stockholders of the Corporation.
**THIRD:**The Amended and Restated Certificate of Incorporation is hereby amended by deleting Section A of ARTICLE IV in its entirety and inserting the following in lieu thereof:
**A.**This Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the corporation is authorized to issue is eighty-five million (85,000,000) shares. Seventy-five million (75,000,000) shares shall be Common Stock, each having a par value of one-hundredth of one cent ($0.0001). Ten million (10,000,000) shares shall be Preferred Stock, each having a par value of one-hundredth of one cent ($0.0001).
FOURTH: Pursuant to a resolution of the Board, this Certificate of Amendment was submitted to the stockholders of the Company for their approval, and was duly adopted in accordance with the provisions of Section 242 of the DGCL.
FIFTH: This Certificate of Amendment to the Amended and Restated Certificate of Incorporation shall be effective on and as of the date of filing of this Certificate of Amendment with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, Lipocine Inc. has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer on this day of June 4, 2025.
| /s/ Mahesh<br> V. Patel |
|---|
| Mahesh<br> V. Patel |
| Chief<br> Executive Officer |