LPCN 8-K
Lipocine Inc. (LPCN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Item 5.03 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.
Item 5.07 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 of Directors. The Company’s shareholders elected for a one-year term six persons nominated for election as directors. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors: |
| Nominee | For | Withheld | Broker Non-Vote | |||
| Dr. Mahesh V. Patel | 884,861 | 200,706 | 1,826,818 | |||
| Jeffrey A. Fink | 943,726 | 141,841 | 1,826,818 | |||
| John W. Higuchi | 873,401 | 212,166 | 1,826,818 | |||
| Dr. Jill M. Jene | 942,948 | 142,619 | 1,826,818 | |||
| Dr. Richard Dana Ono | 942,971 | 142,596 | 1,826,818 | |||
| Dr. Spyros Papapetropoulos | 806,883 | 278,684 | 1,826,818 |
There were no abstentions with respect to the election of directors.
| (2) | Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders voted upon and ratified the appointment of Tanner LLC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2025. The 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 Vote on Executive Compensation. The Company’s shareholders voted upon and adopted a non-binding resolution approving the compensation of the Company’s named executive officers. The following table sets forth the vote of the shareholders at the meeting with 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 to the 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 Company’s shareholders voted and approved the amendment to the Amended and Restated Certificate of Incorporation. The following table sets forth the vote of the shareholders at the meeting with respect to the amendment to the Amended and Restated Certificate of Incorporation: |
| For | Against | Abstain | ||
| 2,677,239 | 232,154 | 2,992 |
| (5) | Adjournment of the Annual Meeting, if necessary, to continue to solicit votes in favor of the foregoing proposals. The following table sets forth 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 |
Item 9.01. 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 INC. | ||||
| Date: | June 4, 2025 | By: | /s/ Mahesh V. Patel | |
| Mahesh V. Patel | ||||
| President and Chief Executive Officer | ||||
Exhibit 3.4
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
LIPOCINE INC.
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 Restated Certificate 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 V. Patel | |
| Mahesh V. Patel | |
| Chief Executive Officer |