UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014
or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____ to ____
Commission File Number: 001-36357
LIPOCINE INC.
(Exact name of registrant as specified in its charter)
| Delaware | 99-0370688 |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
675 Arapeen Drive, Suite 202, Salt Lake City, Utah | 84108 |
| (Address of Principal Executive Offices) | (Zip Code) |
801-994-7383
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Exchange on Which Registered |
| Common Stock, par value $0.0001 per share | The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes: x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant Rule 405 of Regulation S-T (§220.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Outstanding Shares
The aggregate market value of the common stock held by non-affiliates of the Registrant was $70.2 million as of June 30, 2014. For purposes of calculating the aggregate market value of shares of our common stock held by non-affiliates as set forth on the cover page of this Annual Report on Form 10-K, we have assumed that all outstanding shares are held by non-affiliates, except for shares held by each of our executive officers, directors and 10% or greater stockholders. However, this assumption should not be deemed to constitute an admission that all executive officers, directors and 10% or greater stockholders are, in fact, affiliates of our company, or that there are not other persons who may be deemed to be affiliates of our company. Further information concerning shareholdings of our officers, directors and principal stockholders is included or incorporated by reference in Part III, Item 12 of this Annual Report on Form 10-K.
As of March 11, 2015, the registrant had 12,848,466 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Registrant's definitive Proxy Statement for its 2015 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.
EXPLANATORY NOTE
We are filing this Amendment No. 1 to our Annual Report on Form 10-K (this “Amendment”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2015 (the “Form 10-K”). The sole purpose of this Amendment is to file Exhibit 23.1 which was inadvertently omitted from the Form 10-K.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officers are filed as exhibits to this Amendment.
No changes have been made in this Amendment to modify or update the other disclosures presented in the Form 10-K. This Amendment does not reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures that may be affected by subsequent events. This Amendment should be read in conjunction with the Form 10-K and our other filings with the SEC.
INDEX TO EXHIBITS
| Exhibit | Incorporation By Reference | |||||||||
| Number | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date | |||||
| 2.1 | Agreement and Plan of Merger and Reorganization, dated July 24, 2013, by and among Marathon Bar Corp., Lipocine Operating Inc., and MBAR Acquisition Corp. | 8-K | 333-178230 | 2.1 | 7/25/2013 | |||||
| 3.1 | Amended and Restated Certificate of Incorporation | 8-K | 333-178230 | 3.2 | 7/25/2013 | |||||
| 3.2 | Amended and Restated Bylaws. | 8-K | 333-178230 | 3.3 | 7/25/2013 | |||||
| 4.1 | Form of Common Stock certificate | 8-K | 333-178230 | 4.1 | 7/25/2013 | |||||
| 10.1** | Lipocine Inc. Amended and Restated 2011 Equity Incentive Plan | 8-K | 333-178230 | 10.1 | �� | 7/25/2013 | ||||
| 10.2** | Form of Stock Option Agreement and Option Grant Notice under the 2011 Equity Incentive Plan | 8-K | 333-178230 | 10.2 | 7/25/2013 | |||||
| 10.3** | Form of Restricted Stock Award Agreement and Notice under the 2011 Equity Incentive Plan | 8-K | 333-178230 | 10.3 | 7/25/2013 | |||||
| 10.4** | Form of Restricted Stock Unit Agreement and Notice under the 2011 Equity Incentive Plan | 10-K | 001-36357 | 10.4 | 3/31/2014 | |||||
| 10.5** | Amended and Restated Lipocine Inc. 2014 Stock and Incentive Plan | 8-K | 000-379633 | 10.1 | 5/27/2014 | |||||
| 10.6 | Assignment and Assumption of Lease, dated August 6, 2004, by and between Lipocine Inc. and Genta Salus LLC. | 8-K | 333-178230 | 10.4 | 7/25/2013 | |||||
| 10.7 | Second Lease Extension and Modification Agreement, dated June 21, 2011, by and between Lipocine Inc. and Paradigm Resources, L.C. | 8-K | 333-178230 | 10.5 | 7/25/2013 | |||||
| 10.8** | Form of Indemnification Agreement by and between Lipocine Inc. and each of its directors and officers | 8-K | 333-178230 | 10.6 | 7/25/2013 | |||||
| 10.9 | Warrant issued to University of Utah, as amended, dated December 23, 2003 | 8-K | 333-178230 | 10.7 | 7/25/2013 | |||||
| 10.10 | Registration Rights Agreement, dated May 25, 2004, by and between Lipocine Operating Inc. and Schwarz Pharma Limited (now UCB Manufacturing Ireland Ltd.) | 8-K | 333-178230 | 10.8 | 7/25/2013 | |||||
| 10.11 | Registration Rights Agreement, dated April 20, 2001, by and among Lipocine Operating Inc., Elan International Services, Ltd., and Elan Pharma International Limited | 8-K | 333-178230 | 10.9 | 7/25/2013 | |||||
| Exhibit | Incorporation By Reference | |||||||||
| Number | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date | |||||
| 10.12 | Form of Securities Purchase Agreement, dated July 26, 2013 | 8-K | 333-178230 | 10.10 | 7/31/2013 | |||||
| 10.13 | Form of Registration Rights Agreement, dated July 26, 2013 | 8-K | 333-178230 | 10.11 | 7/31/2013 | |||||
| 10.14+ | Manufacturing Agreement, dated August 27, 2013, by and between Lipocine Inc. and Encap Drug Delivery. | 8-K | 333-178230 | 10.12 | 9/5/2013 | |||||
| 10.15** | Executive Employment Agreement, dated January 7, 2014, by and between Lipocine Inc. and Dr. Mahesh V. Patel | 8-K | 000-55092 | 10.1 | 1/7/2014 | |||||
| 10.16** | Amended and Restated Executive Employment Agreement, dated January 7, 2014, by and between Lipocine Inc. and Morgan Brown | 8-K | 000-550920 | 10.2 | 1/7/2014 | |||||
| 10.17** | Executive Employment Agreement, dated January 7, 2014, by and between Lipocine Inc. and Gerald Simmons | 8-K | 000-55092 | 10.3 | 1/7/2014 | |||||
| 10.18** | Executive Employment Agreement, dated January 7, 2014, by and between Lipocine Inc. and Dr. Srinivasan Venkateshwaran | 8-K | 000-55092 | 10.4 | 1/7/2014 | |||||
| 21.1 | Subsidiaries | 10-K | 001-36357 | 21.1 | 3/11/2015 | |||||
| 23.1* | Consent of KPMG LLP | |||||||||
| 31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||
| 31.2* | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||
| 32.1* | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.(1) | |||||||||
| 32.2* | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.(1) | |||||||||
| Exhibit | Incorporation By Reference | |||||||||
| Number | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date | |||||
| 101.INS‡ | XBRL Instance Document (2) | |||||||||
| 101.SCH‡ | XBRL Taxonomy Extension Schema Document (2) | |||||||||
| 101.CAL‡ | XBRL Taxonomy Extension Calculation Linkbase Document (2) | |||||||||
| 101.DEF‡ | XBRL Taxonomy Extension Definition Linkbase Document (2) | |||||||||
| 101.LAB‡ | XBRL Taxonomy Extension Labels Linkbase Document (2) | |||||||||
| 101.PRE‡ | XBRL Taxonomy Extension Presentation Linkbase Document (2) | |||||||||
| * | Filed herewith |
| ** | Management contract or compensation plan or arrangement |
| ‡ | Previously filed with the Annual Report on Form 10-K filed with the SEC on March 11, 2015 |
| + | Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been submitted separately with the Securities and Exchange Commission. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Lipocine Inc. | |
| (Registrant) | |
| Dated: April 23, 2015 | /s/ Mahesh V. Patel |
Mahesh V. Patel, President and Chief Executive Officer (Principal Executive Officer) | |
| Dated: April 23, 2015 | /s/ Morgan R. Brown |
Morgan R. Brown, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
