UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.03 | Material Modification to Rights of Security Holders. |
As set forth in Item 5.07 of this current report on 8-K, on May 10, 2023, at the 2023 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 effect a reverse stock split at a ratio not less than 1-for-5 and not greater than 1-for-20, with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization from our stockholders.
On May 10, 2023, the Company’s Board of Directors approved a reverse stock split ratio of 1-for-17. The Company filed the Amendment with the Secretary of State of the State of Delaware on May 10, 2023, which will be effective at 5:00 p.m. Eastern Time on Thursday, May 11, 2023. The Company’s shares will begin trading on a split-adjusted basis on the Nasdaq Capital Market commencing upon market open on May 12, 2023. A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion is qualified in its entirety by reference to the full text of the Amendment.
As a result of the reverse split, every 17 shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, par value $0.0001 per share. The Company will not issue any fractional shares in connection with the reverse stock split. Instead, the number of shares will be rounded up to the next whole number. The reverse stock split will not modify the rights or preferences of the common stock.
Immediately after the reverse stock split becomes effective, there will be approximately 5.2 million shares of common stock issued and outstanding. The common shares will trade under a new CUSIP number, 53630X203, effective May 11, 2023, and continue to trade under the symbol “LPCN.” All stock options and warrants of the Company outstanding immediately prior to the reverse stock split have been proportionally adjusted.
The Company has appointed its transfer agent, American Stock Transfer & Trust Company LLC, to act as exchange agent for the reverse stock split. Stockholders owning shares via a bank, broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split and will not be required to take further action in connection with the reverse stock split, subject to brokers’ particular processes. American Stock Transfer & Trust Company LLC’s contact information is as follows: 1-800-937-5449.
| 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 5.07 | Submission of Matters to a Vote of Security Holders |
On May 10, 2023, the Company held its annual general meeting of shareholders, at which time the proposals described below were voted upon. Other than with respect to Proposals 4 and 5, the below proposals were submitted to a vote of the holders of the Company’s common stock. Proposals 4 and 5 were submitted to a vote of the holders of the Company’s common stock and Series B Preferred Stock. As of the close of business on March 24, 2023, the record date of the annual meeting, there were 88,510,791 shares of common stock and 88,511 shares of Series B Preferred Stock outstanding and entitled to vote at the meeting. Holders of Series B Preferred Stock not automatically redeemed in accordance with the terms of such Series B Preferred Stock immediately prior to the opening of the polls at the annual meeting were entitled to 1,000,000 votes per share, and each fraction of a share of Series B Preferred Stock had a ratable number of votes, with all such shares of common stock and Series B Preferred Stock voting together as a single class on Proposals 4 and 5.
| (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 | 29,582,605 | 5,491,975 | 23,576,007 | |||||||||
| Jeffrey A. Fink | 29,801,182 | 5,273,398 | 23,576,007 | |||||||||
| John W. Higuchi | 29,628,218 | 5,446,362 | 23,576,007 | |||||||||
| Dr. Jill M. Jene | 30,238,299 | 4,836,281 | 23,576,007 | |||||||||
| Dr. Richard Dana Ono | 30,083,770 | 4,990,810 | 23,576,007 | |||||||||
| Dr. Spyros Papapetropoulos | 30,630,129 | 4,444,451 | 23,576,007 | |||||||||
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, 2023. The following table sets forth the vote of the shareholders at the meeting with respect to the appointment of Tanner LLC: |
| For | Against | Abstain | ||||||
| 56,323,599 | 1,736,236 | 590,752 | ||||||
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, 2023.
| (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 | |||||||||
| 24,072,367 | 6,881,264 | 4,120,949 | 23,576,007 | |||||||||
| (4) | Amendment to the Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-5 and not greater than 1-for-20, with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders. The following table sets forth the vote of the shareholders at the meeting with respect to this proposal: |
| For | Against | Abstain | ||||||
| 50,686,571,936 | 7,647,924,984 | 374,740,667 | ||||||
| (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 adjournment of the Annual Meeting, if necessary: |
| For | Against | Abstain | Broker Non-Vote | |||||||||
| 49,009,647,687 | 9,255,800,253 | 443,789,647 | 0 | |||||||||
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed herewith:
| 3.1 | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 25, 2013). |
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Lipocine Inc. |
| 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: | May 11, 2023 | By: | /s/ Mahesh V. Patel | |
| Mahesh V. Patel | ||||
| President and Chief Executive Officer | ||||