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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):
May
7, 2026

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
Number) |
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:
| ☐ |
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© under the Exchange Act (17 CFR 240.13©(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 (17 CFR §
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
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
2.02 |
Results
of Operations and Financial Condition. |
On
May 7, 2026, the Company issued a press release announcing financial and operational results for the quarter ended March 31, 2026. A
copy of this press release is furnished as Exhibit 99.1 to this report and incorporated by reference herein.
The
information furnished pursuant to this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.
| Item
9.01 |
Financial
Statements and Exhibits. |
The
following exhibits are filed with this report:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release announcing Financial Results for the Quarter Ended March 31, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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: |
May
7, 2026 |
|
By: |
/s/
Mahesh V. Patel |
| |
|
|
|
Mahesh
V. Patel |
| |
|
|
|
President
and Chief Executive Officer |
Exhibit
99.1
Lipocine
Inc.
Lipocine
Announces Financial Results for the
First
Quarter Ended March 31, 2026
SALT
LAKE CITY, May 07, 2026 — Lipocine Inc. (NASDAQ: LPCN), a biopharmaceutical company leveraging its proprietary technology platform
to augment therapeutics through effective oral delivery, today announced financial results for the first quarter ended March 31, 2026
and provided a corporate update.
Neuroactive
Steroids (NAS)
LPCN
1154 for Postpartum Depression (“PPD”)
| ● |
In
April 2026, Lipocine announced topline results from its Phase 3 placebo-controlled trial (N=90) evaluating LPCN 1154 (oral brexanolone)
for the treatment of postpartum depression. LPCN 1154 did not show a statistically significant reduction from baseline in HAM-D (Hamilton
Depression Rating Scale) total score compared to placebo at hour 60 in the full analysis set and the primary endpoint was not met. |
| ● |
The
Phase 3 results showed LPCN 1154 to be well tolerated, demonstrating a differentiated safety profile supportive of outpatient, at-home
use, with no treatment-related serious adverse events, no cases of excessive sedation or loss of consciousness, and no treatment-related
discontinuations. |
| ● |
In
a post hoc analysis of participants with a history of psychiatric conditions (n=54), LPCN 1154 showed statistically significant and
clinically meaningful reductions in HAM-D scores versus placebo, observed as early as hour 12 and sustained through day 30. |
| ● |
Based
on these findings, Lipocine has applied for breakthrough therapy and fast track designations for LPCN 1154 in PPD and is awaiting
FDA feedback. |
| ● |
The
Company is evaluating all options regarding the potential path forward for LPCN 1154. Such options may include, but are not limited
to, continued development of LPCN 1154, including the potential submission of a validation study protocol in patients with a history
of psychiatric conditions, development of other product candidates, strategic transactions, partnerships, and other opportunities. |
| ● |
The
Company intends to complete its full analysis of the Phase 3 trial data and plans to present results at upcoming medical conferences.
For more information on the Phase 3 trial, refer to clinicaltrials.gov: NCT06979544. |
TLANDO®
| ● |
Lipocine
has an exclusive License Agreement with Verity Pharma, entered into in 2024, under which Verity Pharma has the rights to market TLANDO,
its oral testosterone replacement therapy, in the United States and Canada, if approved. |
| ● |
Lipocine
has entered into additional license, supply and distribution agreements covering development and commercialization of TLANDO in other
counties/ territories including Aché (Brazil), Pharmalink (GCC countries) and SPC (South Korea). |
| ● |
Lipocine
continues to explore partnering TLANDO in territories outside the U.S., Canada, South Korea, the GCC countries, and Brazil. |
First
Quarter Ended March 31, 2026, Financial Results
As
of March 31, 2026, Lipocine had $24.7 million of unrestricted cash, cash equivalents and marketable investment securities compared to
$14.9 million at December 31, 2025.
Lipocine
reported a net loss of $3.7 million, or ($0.52) per diluted share, for the quarter ended March 31, 2026, compared with a net loss of
$1.9 million, or ($0.35) per diluted share, for the quarter ended March 31, 2025.
The
company recognized royalty revenue from TLANDO sales of $119,000 during the quarter ended March 31, 2026, compared to royalty
revenue of $94,000 during the quarter ended March 31, 2025.
Research
and development expenses were $2.8 million and $1.1 million, respectively, for the quarters ended March 31, 2026 and 2025. The increase
in research and development expenses was mainly the result of an increase in costs related to our LPCN 1154 clinical study in 2026.
General
and administrative expenses were $1.2 million and $1.1 million, respectively, for the quarters ended March 31, 2026 and 2025. The increase
in general and administrative expenses was primarily a result of an increase in various professional and consulting fees.
For
further details on Lipocine’s financial results for the quarter ended March 31, 2026, refer to Form 10-Q filed with the SEC.
About
Lipocine
Lipocine
is a biopharmaceutical company leveraging its proprietary technology platform to develop innovative products with effective oral delivery.
Lipocine has drug candidates in development as well as drug candidates for which we are exploring partnerships. Our drug candidates represent
enablement of differentiated patient friendly oral delivery options for favorable benefit to risk profile which target large addressable
markets with significant unmet medical needs.
Lipocine’s
development pipeline includes: LPCN 1154 for the treatment of postpartum depression, LPCN 2201 for treatment of major depressive disorder,
LPCN 2101 for the treatment of epilepsy, LPCN 2203 targeted for the management of essential tremor, LPCN 2401 as an aid for improved
body composition in obesity management, LPCN 1148 targeted for the management of symptoms associated with liver cirrhosis, and LPCN 1107
our candidate for prevention of preterm birth. TLANDO, a novel oral prodrug of testosterone containing testosterone undecanoate developed
by Lipocine, is approved by the FDA for conditions associated with a deficiency of endogenous testosterone, also known as hypogonadism,
in adult males. For more information, please visit www.lipocine.com.
Forward-Looking
Statements
This
release contains “forward-looking statements” that are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and include statements that are not historical facts regarding the potential uses and benefits of products
and product candidates, the commercial potential for product candidates, the timing of regulatory reviews and approvals and related procedures,
and potential strategic opportunities. Investors are cautioned that all such forward-looking statements involve risks and uncertainties,
including, without limitation, the risks that we may not be successful in developing product candidates, we may not have sufficient capital
to complete the development processes for our product candidates or we may decide to allocate our available capital to other product
candidates, we may not be able to enter into partnerships or other strategic relationships to monetize our assets, safety and efficacy
studies, including those relating to LPCN 1154, may not be successful or may not provide results that would support the submission of
a NDA, the FDA may not approve any of our products, risks related to our products, expected product benefits not being realized, clinical
and regulatory expectations and plans not being realized, new regulatory developments and requirements, risks related to the FDA approval
process including the receipt of regulatory approvals and our ability to utilize a streamlined approval pathway for LPCN 1154, the results
and timing of clinical trials, patient acceptance of Lipocine’s products, the manufacturing and commercialization of Lipocine’s
products, and other risks detailed in Lipocine’s filings with the SEC, including, without limitation, its Form 10-K and other reports
on Forms 8-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov. Lipocine assumes no obligation to update
or revise publicly any forward-looking statements contained in this release, except as required by law.
SOURCE
Lipocine Inc.
For
further information:
Krista
Fogarty
Phone:
(801) 994-7383
kf@lipocine.com
Investors:
PJ
Kelleher
Phone:
(617) 430-7579
pkelleher@lifesciadvisors.com
LIPOCINE
INC. AND SUBSIDIARIES
Condensed
Consolidated Balance Sheets
(Unaudited)
| | |
March 31, | | |
December 31, | |
| | |
2026 | | |
2025 | |
| Assets | |
| | |
| |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 5,015,608 | | |
$ | 5,205,842 | |
| Marketable investment securities | |
| 19,713,463 | | |
| 9,724,545 | |
| Accrued interest income | |
| 111,411 | | |
| 14,189 | |
| License fee and royalties receivable | |
| 119,397 | | |
| 1,145,390 | |
| Prepaid and other current assets | |
| 285,055 | | |
| 787,600 | |
| Total current assets | |
| 25,244,934 | | |
| 16,877,566 | |
| | |
| | | |
| | |
| Property and equipment, net of accumulated depreciation of $1,298,893
and $1,284,079 respectively | |
| 89,479 | | |
| 104,293 | |
| Other assets | |
| 23,753 | | |
| 23,753 | |
| Total assets | |
$ | 25,358,166 | | |
$ | 17,005,612 | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 1,562,728 | | |
$ | 971,822 | |
| Accrued expenses | |
| 645,115 | | |
| 1,236,374 | |
| Deferred revenue | |
| 320,000 | | |
| 320,000 | |
| Total current liabilities | |
| 2,527,843 | | |
| 2,528,196 | |
| | |
| | | |
| | |
| Total liabilities | |
| 2,527,843 | | |
| 2,528,196 | |
| | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Common
stock, par value $0.0001 per share, 75,000,000 shares authorized; 7,475,451 and 6,158,779 issued and 7,475,115 and 6,158,443 outstanding,
respectively | |
| 9,076 | | |
| 8,944 | |
| Additional paid-in capital | |
| 235,937,414 | | |
| 223,901,106 | |
| Treasury stock at cost, 336 shares | |
| (40,712 | ) | |
| (40,712 | ) |
| Accumulated other comprehensive income | |
| (7,194 | ) | |
| 4,445 | |
| Accumulated deficit | |
| (213,068,261 | ) | |
| (209,396,367 | ) |
| Total stockholders’ equity | |
| 22,830,323 | | |
| 14,477,416 | |
| | |
| | | |
| | |
| Total liabilities and stockholders’ equity | |
$ | 25,358,166 | | |
$ | 17,005,612 | |
LIPOCINE
INC. AND SUBSIDIARIES
Condensed
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
| | |
Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| Revenues: | |
| | | |
| | |
| Royalty revenue | |
| 119,397 | | |
| 93,864 | |
| Total revenues | |
| 119,397 | | |
| 93,864 | |
| | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | |
| Research and development | |
| 2,764,394 | | |
| 1,061,571 | |
| General and administrative | |
| 1,204,467 | | |
| 1,122,477 | |
| Total operating expenses | |
| 3,968,861 | | |
| 2,184,048 | |
| | |
| | | |
| | |
| Operating loss | |
| (3,849,464 | ) | |
| (2,090,184 | ) |
| | |
| | | |
| | |
| Other income: | |
| | | |
| | |
| Interest and investment income | |
| 177,570 | | |
| 225,511 | |
| Total other income | |
| 177,570 | | |
| 225,511 | |
| | |
| | | |
| | |
| Loss before income tax expense | |
| (3,671,894 | ) | |
| (1,864,673 | ) |
| | |
| | | |
| | |
| Income tax expense | |
| - | | |
| (200 | ) |
| | |
| | | |
| | |
| Net loss attributable to common shareholders Net loss attributable to common shareholders | |
$ | (3,671,894 | ) | |
$ | (1,864,873 | ) |
| | |
| | | |
| | |
| Basic loss per share attributable to common stock | |
$ | (0.54 | ) | |
$ | (0.35 | ) |
| | |
| | | |
| | |
| Weighted average common shares outstanding, basic | |
| 6,795,002 | | |
| 5,348,557 | |
| | |
| | | |
| | |
| Diluted loss per share attributable to common stock | |
$ | (0.54 | ) | |
$ | (0.35 | ) |
| | |
| | | |
| | |
| Weighted average common shares outstanding, diluted | |
| 6,795,002 | | |
| 5,348,557 | |
| | |
| | | |
| | |
| Comprehensive loss: | |
| | | |
| | |
| Net loss | |
$ | (3,671,894 | ) | |
$ | (1,864,873 | ) |
| Net unrealized loss on marketable investment securities | |
| (11,639 | ) | |
| (3,617 | ) |
| | |
| | | |
| | |
| Comprehensive loss | |
$ | (3,683,533 | ) | |
$ | (1,868,490 | ) |