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
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
Commission
File No.
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
(Address of principal executive offices)(Zip Code)
Registrant’s
telephone number, including area code:
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 (see General Instruction A.2. below):
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 of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
The
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 3.03 | Material Modification to Rights of Security Holders. |
As previously disclosed, on June 8, 2022, at the 2022 annual meeting of the stockholders of Lipocine Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.001 (the “Common Stock”) from 100,000,000 shares to 200,000,000 shares.
The Company filed the Amendment with the Secretary of State of the State of Delaware on June 28, 2022. The Amendment became effective upon filing with the Secretary of State of the State of Delaware. A copy of the Certificate of 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 Certificate of Amendment.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
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 28, 2022 | 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 “Company”), a corporation organized and existing under and by virtue of 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 the first paragraph 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 two hundred ten million (210,000,000) shares. Two hundred million (200,000,000) 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 be executed by its duly authorized officer on this day of June 28, 2022.
LIPOCINE INC. | ||
By: | /s/ Mahesh V. Patel | |
Mahesh V. Patel | ||
President and CEO |
Cover |
Jun. 28, 2022 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jun. 28, 2022 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-36357 |
Entity Registrant Name | LIPOCINE INC. |
Entity Central Index Key | 0001535955 |
Entity Tax Identification Number | 99-0370688 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 675 Arapeen Drive |
Entity Address, Address Line Two | Suite 202 |
Entity Address, City or Town | Salt Lake City |
Entity Address, State or Province | UT |
Entity Address, Postal Zip Code | 84108 |
City Area Code | (801) |
Local Phone Number | 994-7383 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.0001 per share |
Trading Symbol | LPCN |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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end