Amended Current Report Filing (8-k/a)
March 07 2022 - 04:06PM
Edgar (US Regulatory)
0001535955
true
0001535955
2022-03-07
2022-03-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported):
March
7, 2022
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
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)) |
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 (§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. ☐
Explanatory
Note
This
Amendment No. 1 to Current Report on Form 8-K/A (the “Amendment”) is being filed to amend the Current Report on Form 8-K
of Lipocine Inc. (the “Company”) filed on January 21, 2022 (the “Original 8-K”), regarding the appointment of
Krista Fogarty as the Company’s Principal Accounting Officer. The Amendment updates certain disclosures in the Original 8-K to
provide information relating to Ms. Fogarty’s compensation, which was determined after the filing of the Original 8-K. The disclosure
contained in Item 5.02 of the Original 8-K is hereby supplemented and amended by the disclosure contained in Item 5.02 of this Amendment.
Item
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Principal
Accounting Officer Employment Agreement
As
previously disclosed, 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.
On
March 7, 2022, the Company entered into an Employment Agreement (the “Employment Agreement”) with Ms. Fogarty providing for
the terms of her service as Principal Accounting Officer, including compensation. Under the Employment Agreement, Ms. Fogarty will receive
an initial base salary of $235,000 per year. Ms. Fogarty will be eligible for an annual discretionary bonus of up to 25% of her base
salary, or such higher amount as may be determined in the discretion of the Company’s Board of Directors.
In
the event Ms. Fogarty’s employment is terminated by the Company without cause (as defined in the Employment Agreement), or if she
resigns for good reason (as defined in the Employment Agreement), Ms. Fogarty will be eligible to receive certain severance benefits,
including a severance payment equal to twenty-six weeks of her base salary and six months accelerated vesting of her outstanding equity
interests in the Company. If her termination without cause or resignation for good reason occurs as a result of or immediately prior
to a change in control (as defined in the Employment Agreement), Ms. Fogarty will be eligible to receive a severance payment equal to
sum of (i) fifty-two weeks of her base salary and (ii) a target bonus equal to the product of her base salary and her annual bonus percentage
target in effect immediately prior to such separation, and all of her outstanding equity interests will vest and become immediately exercisable.
Ms. Fogarty’s receipt of any severance benefits will be subject to her execution and non-revocation of a separation agreement.
The
foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Employment Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
The
following exhibits are filed with this report:
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: |
March
7, 2022 |
|
By: |
/s/
Mahesh V. Patel |
|
|
|
|
Mahesh
V. Patel |
|
|
|
|
President
and Chief Executive Officer |
Lipocine (NASDAQ:LPCN)
Historical Stock Chart
From Feb 2024 to Mar 2024
Lipocine (NASDAQ:LPCN)
Historical Stock Chart
From Mar 2023 to Mar 2024