Current Report Filing (8-k)
January 21 2022 - 4:01PM
Edgar (US Regulatory)
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2022-01-21
2022-01-21
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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):
January
21, 2022
LIPOCINE
INC.
(Exact
name of registrant as specified in its charter)
Commission
File No. 001-36357
Delaware
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99-0370688
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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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 (see General Instruction A.2. below):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.0001 per share
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LPCN
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The
NASDAQ Stock Market LLC
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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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Resignation
of Chief Financial Officer
On
January 17, 2022, Morgan Brown provided Lipocine, Inc. (the “Company”) with notice of his intent to resign from his position
as Executive Vice President and Chief Financial Officer of the Company, effective as of January 31, 2022. Mr. Brown’s resignation
is not a result of any disagreement with the Company or its Board of Directors, or any matter relating to the Company’s operations,
policies, or practices. The Company has commenced a search process to identify Mr. Brown’s successor. Upon the effective date of
Mr. Brown’s resignation, Mahesh Patel, the Company’s President and Chief Executive Officer, will serve as the Company’s
Principal Financial Officer on an interim basis until Mr. Brown’s successor is appointed. Information regarding Dr. Patel’s
background and compensation can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission
on April 27, 2022.
Appointment
of Principal Accounting Officer
On
January 19, 2022, the Board of Directors of the Company appointed Krista Fogarty, the Company’s Corporate Controller, to also serve
as the Principal Accounting Officer of the Company.
Ms.
Fogarty, age 54, has served as our Corporate Controller since October 2018. Ms. Fogarty previously served as Chief Financial Officer
at Alternative Behavior Strategies, a provider of ABA therapy services from 2017 to 2018, and as Controller and Associate VP Business
Operations at Navigen, a pharmaceutical discovery and drug development company, from 2016 to 2017. Prior to that she served as VP Finance
at Lineagen, a personal genomics and biotechnology company from 2013 to 2016. Ms. Fogarty also previously served as Corporate Controller
at NPS Pharmaceuticals, a biotechnology company. Ms. Fogarty received a B.S. in Accounting from Utah State University and also received
a MAcc from Utah State University.
Ms.
Fogarty participates in the Company’s 2014 Equity and Incentive Plan and cash bonus plan on the same terms as other participants
in such plans.
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.
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LIPOCINE
INC.
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Date:
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January
21, 2022
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By:
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/s/
Mahesh V. Patel
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Mahesh
V. Patel
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President
and Chief Executive Officer
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