Current Report Filing (8-k)
December 27 2019 - 4:01PM
Edgar (US Regulatory)
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):
December 27, 2019
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 Number)
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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):
¨ Written
communication 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
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communication 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
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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 (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 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On December 27, 2019, Lipocine Inc. (“Lipocine”
or “the Company”) received a notice from the Nasdaq Listing Qualifications Department (the “Staff”) of
the Nasdaq Stock Market LLC (“NASDAQ”) stating that the bid price of the Company’s common stock for the last
30 consecutive trading days had closed below the minimum $1.00 per share required for continued listing under Listing Rule 5550(a)(2).
The NASDAQ notification letter does not result in the immediate
delisting of the Company’s common stock, and the stock will continue to trade uninterrupted on the The NASDAQ Capital Market
under the symbol “LPCN”. The Rules provide the Company a compliance period of 180 calendar days in which to regain
compliance. If at any time during this 180-day period the closing bid price of the Company’s security is at least $1 for
a minimum of ten consecutive business days, NASDAQ will provide written confirmation of compliance and the matter will be closed.
If
the Company does not regain compliance with Rule 5550(a)(2) by June 24, 2020, the Company may be afforded a second 180 calendar
day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market
value of publicly held shares and all other initial listing standards for The NASDAQ Capital Market, except for the minimum bid
price requirement. In addition, the Company would be required to notify NASDAQ of its intent to cure the deficiency during the
second compliance period, which may include, if necessary, implementing a reverse stock split.
The Company intends to actively monitor
the closing bid price for its common stock and will consider available options to resolve the deficiency and regain compliance
with NASDAQ Listing Rule 5550(a)(2).
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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December 27, 2019
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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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