0001535955 false 12/31 0001535955
2021-11-01 2021-11-01 iso4217:USD xbrli:shares iso4217:USD
xbrli:shares
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):
November 1, 2021

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
No.)
|
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
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 |
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
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)) |
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
1.01 Entry into a Material
Definitive Agreement.
On November
12, 2015, the Board of Directors of Lipocine Inc. (the “Company”)
adopted a stockholder rights plan. The plan is similar to plans
adopted by many other companies and was not adopted in response to
any hostile takeover attempt. On November 5, 2018, the Board of
Directors adopted an Amended and Restated Stockholder Rights
Agreement in order to extend the expiration date of the stockholder
rights plan until November 5, 2021. On November 1, 2021, the
Company adopted a Second Amended and Restated Stockholder Rights
Agreement (the “Rights Agreement”) in order to extend the
expiration date of the stockholder rights plan until November 1,
2024. Other than extending the expiration date of the Rights
Agreement, no material changes have been made to the prior
stockholder rights plan.
Preferred
stock purchase rights (the “Rights”) were distributed to the
stockholders on November 30, 2015. The Rights Agreement is designed
to deter coercive takeover tactics, including the accumulation of
shares in the open market or through private transactions and to
prevent an acquiror from gaining control of the Company without
offering a fair price to all of the Company’s
stockholders.
Each Right
entitles stockholders to buy one one-thousandth of a share of
Series A Junior Participating Preferred Stock (the “Preferred
Stock”) at a price of $63.96 per one-thousandth share (the
“Purchase Price”). The Rights generally become exercisable upon the
earlier to occur of (i) 10 business days following a public
announcement that a person or group of affiliated or associated
persons has, subsequent to the adoption of the Rights Agreement,
become an Acquiring Person (as defined below) or (ii) 10 business
days (or such later date as may be determined by action of the
Board of Directors prior to such time as any person or group of
affiliated or associated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of
15% or more of the outstanding common stock of the Company (the
earlier of the dates described in clauses (i) and (ii) being called
the “Distribution Date”). Except in certain situations, a person or
group of affiliated or associated persons becomes an “Acquiring
Person” upon acquiring beneficial ownership, subsequent to the
adoption of the Rights Agreement, of 15% or more of the outstanding
shares of common stock of the Company.
In the event
that a person becomes an Acquiring Person, other than pursuant to a
board-approved tender or exchange offer for all the outstanding
shares of the Company, then each Right not owned by an Acquiring
Person will entitle its holder to purchase from the Company, at the
Right’s then current exercise price, in lieu of shares of Preferred
Stock, that number of shares of common stock of the Company which
at the time such person became an Acquiring Person had a market
value of twice the Purchase Price (the Company may at its option
substitute one one-thousandth of a share of Series A Preferred
Stock for some or all of the shares of common stock so
issuable).
In addition,
if after any person has become an Acquiring Person, (a) the Company
is acquired in a merger or other business combination, or (b) 50%
or more of the Company’s assets, or assets accounting for 50% or
more of its earning power, are sold, leased, exchanged or otherwise
transferred (in one or more transactions), proper provision shall
be made so that each holder of a Right (other than the Acquiring
Person, its affiliates and associates and certain transferees
thereof, whose Rights became void) shall thereafter have the right
to purchase from the acquiring corporation, for the Purchase Price,
that number of shares of common stock of the acquiring corporation
which at the time of such transaction would have a market value of
twice the Purchase Price.
The Company
is entitled to redeem the Rights at $0.001 per Right at any time
prior to the time an Acquiring Person becomes such.
The Rights
are intended to enable all stockholders to realize the long-term
value of their investment in the Company. The Rights do not prevent
a takeover attempt, but should encourage anyone seeking to acquire
the Company to negotiate directly with the Board of
Directors.
The above
description of the terms of the Rights Agreement is a summary and
does not purport to be complete, and is qualified in its entirety
by reference to the copy of the Second Amended and Restated
Stockholder Rights Agreement and related exhibits, dated November
1, 2021, between the Company and American Stock Transfer &
Trust Company, LLC, which is attached hereto as Exhibit 4.1 and
incorporated herein by reference.
Item
3.03 Material Modification
to Rights of Security Holders.
The
information included in Item 1.01 above and Item 5.03 below is
incorporated by reference into this Item 3.03.
Item
5.03 Amendment to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
On November
1, 2021, in connection with the adoption of the Second Amended and
Restated Stockholder Rights Agreement, the Company filed with the
Secretary of State of the State of Delaware a Certificate of
Increase (the “Certificate of Increase”) increasing the authorized
shares of Series A Junior Participating Preferred Stock from 50,000
shares to 100,000 shares.
The above
description of the terms of the Certificate of Increase is a
summary and does not purport to be complete, and is qualified in
its entirety by reference to the copy of the Certificate of
Increase attached hereto as Exhibit 3.1 and incorporated herein by
reference.
Item
9.01 Financial Statements
and Exhibits.
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: |
November 1,
2021 |
|
By: |
/s/
Mahesh V. Patel |
|
|
|
|
Mahesh V.
Patel |
|
|
|
|
President and Chief
Executive Officer |
Lipocine (NASDAQ:LPCN)
Historical Stock Chart
From Apr 2022 to May 2022
Lipocine (NASDAQ:LPCN)
Historical Stock Chart
From May 2021 to May 2022