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.
|
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LIPOCINE
INC. |
|
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Date: |
March
7, 2022 |
|
By: |
/s/
Mahesh V. Patel |
|
|
|
|
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Mahesh
V. Patel |
|
|
|
|
|
President
and Chief Executive Officer |
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