Lipocine Inc.

8-K · form8-k.htm

0001535955

 2026-06-03
 2026-06-03

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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
3, 2026

  

  

 LIPOCINE
INC.

 (Exact
name of registrant as specified in its charter)

  

 Commission
File No. 001-36357

  

 Delaware
  
 99-0370688

 (State or other jurisdiction
  
 (IRS Employer

 of incorporation)
  
 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 Arrangement of
Certain Officers

  

 As
noted below, on June 3, 2026, the shareholders of Lipocine Inc. (the “Company”) approved the Sixth Amended and Restated 2014
Stock and Incentive Plan (the “2014 Plan”). The 2014 Plan was adopted by the Company’s Board of Directors on April
15, 2014, and approved by stockholders on June 10, 2014. The Plan has since been amended and restated from time to time. The Sixth Amendment
was adopted by the Company’s Board of Directors on April 10, 2026. With shareholder approval obtained, the 2014 Plan is amended
to (I) increase the individual award limits thereunder from 25,000 to 100,000 and (II) increase the authorized number of common stock
awards granted under the Plan by 400,000 shares. Subject to adjustment in certain circumstances, the 2014 Plan now authorizes up to 1,000,000
shares of common stock for issuance.

  

 Any
employees, officers, consultants, advisors, independent contractors, or non-employee directors of the Company or any of its subsidiaries
or affiliates are eligible to receive an award under the 2014 Plan. Generally, grants may be made in any of the following forms:

  

 ●
Stock Options

  

 ●
Stock Appreciation Rights

  

 ●
Restricted Stock and Restricted Stock Units

  

 ●
Other Stock-Based Awards

  

 A
more complete summary of the 2014 Plan appears as Exhibit 10.2 of the Company’s Proxy Statement as filed with the SEC on April
21, 2026, and is incorporated by reference herein. The foregoing description and the summary contained in the Company’s Proxy
Statement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth Amended and
Restated 2014 Stock and Incentive Plan which is attached as Exhibit 10.1 to this current report on Form 8-K and incorporated by
refence herein.

  

 Item
5.07 Submission of Matters to a Vote of Security Holders

  

 On
June 3, 2026, 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 four 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
  
 1,612,440
  
 248,800
  
 2,916,331

 John W. Higuchi
  
 1,664,789
  
 196,451
  
 2,916,331

 Dr. Jill M. Jene
  
 1,627,721
  
 233,519
  
 2,916,331

 Dr. Richard Dana Ono
  
 1,660,659
  
 200,581
  
 2,916,331

  

 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, 2026. The
 following table sets forth the vote of the shareholders at the meeting with respect to the appointment of Tanner LLC:

  

 For
  
 Against
  
 Abstain

 4,538,146
  
 178,276
  
 61,149

  

 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, 2026.

  

  

  

  

  
 (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

 1,626,360
  
 208,110
  
 26,770
  
 2,916,331

  

  

  
 (4)
 Amendment
 to the Fifth Amended and Restated 2014 Stock and Incentive Plan to (I) increase the annual individual award limits thereunder from
 25,000 to 100,000 and (II) increase the authorized number of shares of common stock awards granted under such plan from 600,000 shares
 to 1,000,000 shares. The Company’s shareholders voted upon 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
 Fifth Amended and Restated 2014 Stock and Incentive Plan:

  

 For
  
 Against
  
 Abstain
  
 Broker Non-Vote

 1,520,190
  
 313,830
  
 27,220
  
 2,916,331

  

  
 (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

 4,117,918
  
 606,404
  
 53,249

  

 There
were no broker non-votes with respect to the adjournment of the Annual Meeting to continue to solicit votes in favor of the foregoing
proposals.

  

 Item
9.01. Financial Statements and Exhibits.

  

 (d)
Exhibits

  

 The
following exhibits are filed herewith:

  

 10.1
 Sixth Amended and Restated 2014 Stock and Incentive Plan

  
  

 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
 4, 2026
  
 By:
 /s/ Mahesh V. Patel

  
  
  
  
 Mahesh V. Patel

  
  
  
  
 President and Chief Executive Officer