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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):

March 7, 2023

 

 

LIPOCINE INC.

 

(Exact name of registrant as specified in its charter)

 

Commission File No. 001-36357

 

Delaware   99-0370688

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification Number)

 

675 Arapeen Drive, Suite 202

Salt Lake 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 of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   LPCN   The 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Approval of Cash Bonus Plan

 

On March 7, 2023, the Board of Directors of the Company adopted cash bonus targets for its employees, including its named executive officers and its principal financial officer. Target bonuses for these executive officers of the Company will range from 30% to 50% of such executive’s 2023 salary. The amount of bonus, if any, for these executive officers will be based on the Company meeting the 2023 corporate objectives approved by the Board, relating to to clinical milestones, commercial/business development milestones, and financial objectives.

 

The target bonuses for the Company’s named executive officers and principal financial officer for 2023 are as follows:

 

Named Executive Officer  Target Bonus (as a percentage of FY 2023 Base Salary) 
Mahesh V. Patel   50%
Nachiappan Chidambaram    30%
Krista Fogarty   30%

 

Item 8.01 Other Events

 

On April 3, 2023, the Company issued a press release announcing the first subject dosed in the clinical bridge study with Lipocine depression candidate, LPCN 1154. The press release is filed as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed with this report:

 

Exhibit No.   Description
99.1   Press Release announcing “First Subject Dosed in the Clinical Bridge Study with Lipocine Depression Candidate, LPCN 1154
     
104   Cover 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 INC.
         
Date: April 3, 2023   By: /s/ Mahesh V. Patel
        Mahesh V. Patel
       

President and Chief Executive Officer