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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):

June 5, 2024

 

 

 

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 5.07Submission of Matters to a Vote of Security Holders

 

On June 5, 2024, 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   997,661   291,903   1,609,323
Jeffrey A. Fink   996,369   293,195   1,609,323
John W. Higuchi   997,914   291,650   1,609,323
Dr. Jill M. Jene   979,108   310,456   1,609,323
Dr. Richard Dana Ono   1,011,331   278,233   1,609,323
Dr. Spyros Papapetropoulos   952,907   336,657   1,609,323

 

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, 2024. The following table sets forth the vote of the shareholders at the meeting with respect to the appointment of Tanner LLC:

 

For   Against   Abstain
2,832,044   58,564   8,279

 

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, 2024.

 

(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
1,049,153   226,089   14,322   1,609,323

 

(4)Frequency of Future Advisory Votes to Approve Executive Compensation. The Company’s shareholders voted upon and adopted a non-binding resolution approving the frequency of One Year (an annual vote), for the frequency of future advisory votes relating to the compensation of the Company’s named executive officers:

 

1 Year   2 Years   3 Years   Abstain
1,056,391   40,782   142,604   49,787

 

(5)Amendment to the Amended and Restated 2014 Stock and Incentive Plan. The Company’s shareholders voted upon and approved the amendment and restatement of the Fourth Amended and Restated 2014 Stock and Incentive Plan. The following table sets forth the vote of the shareholders at the meeting with respect to the amendment and restatement of the Fourth Amended and Restated 2014 Stock and Incentive Plan:

 

For   Against   Abstain   Broker Non-Vote
740,829   543,323   5,412   1,609,323

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed herewith:

 

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: June 5, 2024   By: /s/ Mahesh V. Patel
        Mahesh V. Patel
        President and Chief Executive Officer

 

 

 

 

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Jun. 05, 2024
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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
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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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