--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-016326" form_type: "8-K" ticker: "LPCN" cik: "0001535955" company_name: "Lipocine Inc." filed_at: "2023-05-11T23:59:59+00:00" generated_at: "2026-06-15T04:05:03.216964+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Lipocine shareholders approve 1-for-17 reverse stock split effective May 11, 2023 ## Summary - Reverse split ratio set at 1-for-17, effective 5:00 p.m. ET May 11, 2023; shares trade split-adjusted May 12. - Post-split shares outstanding approximately 5.2 million; no fractional shares issued (rounded up). - All stock options and warrants proportionally adjusted; new CUSIP 53630X203. - Shareholders elected six directors, ratified Tanner LLC as auditor, and approved advisory say-on-pay. - Series B Preferred Stock votes counted on reverse split and adjournment proposals. ## SEC filing metadata - accession: 0001493152-23-016326 - form_type: 8-K - ticker: LPCN - cik: 0001535955 - company_name: Lipocine Inc. - filed_at: 2023-05-11T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 3.03, 5.07, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1535955/000149315223016326/0001493152-23-016326-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1535955/000149315223016326/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-016326 - JSON: https://secwatch.observer/filing/0001493152-23-016326.json - Plain text: https://secwatch.observer/filing/0001493152-23-016326.txt ## Key facts - Governance Changes Lipocine Inc.: Stockholders approved and Board set a reverse stock split ratio of 1-for-17, amending the Certificate of Incorporation (effective 2023-05-11). - Change: charter amendment - Effective: 2023-05-11 source text: the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-5 and not greater than 1-for-20, with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization from our stockholders. On May 10, 2023, the Company’s Board of Directors approved a reverse stock split ratio of 1-for-17. The Company filed the Amendment with the Secretary of State of the State of Delaware on May 10, 2023, which will be effective at 5:00 p.m. Eastern Time on Thursday, May 11, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1535955/000149315223016326/0001493152-23-016326-index.htm - Shareholder Votes Lipocine Inc. shareholders approved Advisory Vote on Executive Compensation at the 2023-05-10 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-10 source text: (3) Advisory Vote on Executive Compensation. The Company’s shareholders voted upon and adopted a non-binding resolution approving the compensation of the Company’s named executive officers. The following table sets forth the vote of the shareholders at the meeting with respect to the adoption of this resolution on named executive officer compensation: For Against Abstain Broker Non-Vote 24,072,367 6,881,264 4,120,949 23,576,007 evidence_url: https://www.sec.gov/Archives/edgar/data/1535955/000149315223016326/0001493152-23-016326-index.htm - Shareholder Votes Lipocine Inc. shareholders approved Amendment to the Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-5 and not greater than 1-for-20, with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders. at the 2023-05-10 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2023-05-10 source text: (4) Amendment to the Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-5 and not greater than 1-for-20, with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders. The following table sets forth the vote of the shareholders at the meeting with respect to this proposal: For Against Abstain 50,686,571,936 7,647,924,984 374,740,667 evidence_url: https://www.sec.gov/Archives/edgar/data/1535955/000149315223016326/0001493152-23-016326-index.htm - Shareholder Votes Lipocine Inc. shareholders approved Election of Directors at the 2023-05-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-10 source text: (1) Election of Directors. The Company’s shareholders elected for a one-year term six persons nominated for election as directors. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors: Nominee For Withheld Broker Non-Vote Dr. Mahesh V. Patel 29,582,605 5,491,975 23,576,007 Jeffrey A. Fink 29,801,182 5,273,398 23,576,007 John W. Higuchi 29,628,218 5,446,362 23,576,007 Dr. Jill M. Jene 30,238,299 4,836,281 23,576,007 Dr. Richard Dana Ono 30,083,770 4,990,810 23,576,007 Dr. Spyros Papapetropoulos 30,630,129 4,444,451 23,576,007 There were no abstentions with respect to the election of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1535955/000149315223016326/0001493152-23-016326-index.htm - Shareholder Votes Lipocine Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-05-10 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-10 source text: (2) Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders voted upon and ratified the appointment of Tanner LLC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2023. The following table sets forth the vote of the shareholders at the meeting with respect to the appointment of Tanner LLC: For Against Abstain 56,323,599 1,736,236 590,752 There were no broker non-votes in the ratification of appointment of Tanner LLC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1535955/000149315223016326/0001493152-23-016326-index.htm - Shareholder Votes Lipocine Inc. shareholders approved Adjournment of the Annual Meeting, if necessary, to continue to solicit votes in favor of the foregoing proposals. at the 2023-05-10 meeting. - Outcome: passed - Meeting: 2023-05-10 source text: (5) Adjournment of the Annual Meeting, if necessary, to continue to solicit votes in favor of the foregoing proposals. The following table sets forth the vote of the shareholders at the meeting with respect adjournment of the Annual Meeting, if necessary: For Against Abstain Broker Non-Vote 49,009,647,687 9,255,800,253 443,789,647 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1535955/000149315223016326/0001493152-23-016326-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.