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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):
August 4, 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
August 4, 2026, the Company issued a press release announcing financial and operational results for the quarter ended June
30, 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 June 30, 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: |
August
4, 2026 |
|
By: |
/s/
Mahesh V. Patel |
| |
|
|
|
Mahesh
V. Patel |
| |
|
|
|
President
and Chief Executive Officer |
Exhibit
99.1
Lipocine
Announces Financial Results for the Second Quarter Ended June 30, 2026
SALT
LAKE CITY, August 4, 2026 — Lipocine Inc. (NASDAQ: LPCN), a specialty pharmaceutical company focused on the development of
novel oral therapeutics, today announced financial results for the second quarter ended June 30, 2026 and provided a corporate update.
Recent
Developments and Corporate Update
LPCN
1154 (BRLIZIO™) for Postpartum Depression (PPD)
| ● | On
April 2, 2026, Lipocine reported topline results from its Phase 3 placebo-controlled trial
(N=90) evaluating oral LPCN 1154 (oral brexanolone) for the treatment of PPD. In the full
analysis set, 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, and
the primary endpoint was not met. |
| ● | In
a post hoc analysis, the Company identified anomalies at one high-enrolling site in the Phase
3 trial that raise substantive questions about the validity of that site’s data. Excluding
the outlier site, LPCN 1154 produced a rapid, sustained, and clinically meaningful improvement
in depression symptoms. We believe that these results align with the established antidepressant
profile of intravenous brexanolone and indicate a potential development path for LPCN 1154. |
| ● | We
have requested a guidance meeting with the FDA and the meeting is scheduled for the third
quarter of 2026. We have initiated a new placebo controlled clinical trial for PPD to complement
the existing LPCN 1154 clinical database, and to further characterize the efficacy and safety
of LPCN 1154. |
| ● | The
LPCN 1154 Phase 3 data in PPD were featured in oral and poster presentations at the 2026
American Society of Clinical Psychopharmacology (ASCP) Annual Meeting, on May 26, 2026, in
Miami, FL. |
| ● | On
June 12, 2026, Lipocine hosted a virtual key opinion leader (KOL) event for the investment
community highlighting the unmet needs in PPD and the clinical profile of LPCN 1154. The
event featured presentations by two leading physicians with deep expertise in PPD, Kristina
M. Deligiannidis, MD, and Rakesh Jain, MD, MPH, as well as by company management. A replay
of the event, with slides, can be accessed here. |
| ● | Lipocine
continues to explore business partnerships around the development, approval and commercialization
of Brlizio™ (LPCN 1154) for PPD. |
LPCN
2201 for Major Depressive Disorder
| ● | In
the aforementioned post hoc analysis of the Phase 3 PPD study, oral brexanolone also demonstrated
that participants with a history of psychiatric conditions showed statistically significant
and clinically meaningful reductions in HAM-D scores versus placebo, observed as early as
hour 12 and sustained through day 30. We plan to submit a protocol for a Phase 2 study to
the FDA, and we may initiate a study to evaluate LPCN 2201 for MDD. |
LPCN
2203 for Essential Tremor
| ● | Literature
reports of potential efficacy demonstrated with injectable brexanolone in treating essential
tremor symptoms and with the observed low sedation, dizziness, and GI adverse events in oral
brexanolone, we plan to submit a protocol for a Phase 2 study to the FDA and we may initiate
a study to evaluate LPCN 2203 for essential tremor. |
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). On July 8, 2026, Pharmalink received product
marketing authorization approval for TESTYRA® (TLANDO) in the UAE. |
| ● | Lipocine
continues to explore partnering TLANDO in territories outside the U.S., Canada, South Korea,
the GCC countries, and Brazil. |
Second
Quarter Ended June 30, 2026 Financial Results
As
of June 30, 2026, Lipocine had $23.3 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 $2.6 million, or ($0.32) per diluted share, for the quarter ended June 30, 2026, compared to a net loss of $2.2
million, or ($0.41) per diluted share, for the quarter ended June 30, 2025.
Royalty
revenue from TLANDO sales were $190,000 during the three months ended June 30, 2026, compared to $123,000 during the three months ended
June 30, 2025. In addition, license revenue of $500,000 was recognized in the three months ended June 30, 2025 and there was no license
revenue in the comparable period of 2026.
Research
and development expenses were $2.0 million and $2.1 million, respectively, for the quarters ended June 30, 2026 and 2025.
General
and administrative expenses were $1.0 million and $0.9 million, respectively, for the quarters ended June 30, 2026 and 2025.
Six
Months Ended June 30, 2026 Financial Results
Lipocine
reported a net loss of $6.3 million, or ($0.84) per diluted share, for the six months ended June 30, 2026, compared to a net loss of
$4.1 million, or ($0.76) per diluted share, for the six months ended June 30, 2025.
Lipocine
recognized revenue of $309,000 and $717,000 during the six months ended June 30, 2026 and 2025, respectively. Revenue during the six
months ended June 30, 2026 consisted entirely of royalty revenue from TLANDO sales. There was $500,000 of license revenue and $217,000
in royalty revenue during the same period in 2025.
Research
and development expenses were $4.8 million and $3.2 million, respectively, for the six-month periods ended June 30, 2026 and 2025. The
increase was driven primarily by costs related to the LPCN 1154 Phase 3 study and an increase in personnel expense, partially offset
by a decrease in various research and development costs.
General
and administrative expenses were $2.2 million and $2.0 million, respectively, for the six-month periods ended June 30, 2026 and 2025.
The increase was primarily a result of an increase in consulting and professional fees and an increase in various general and administrative
fees.
Interest
and investment income was $0.4 million for each of the six-month periods ended June 30, 2026 and 2025.
For
further detail on Lipocine’s financial results for the three and six months ended June 30, 2026, refer to the Company’s 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 our development of our products and product
candidates and related efforts with the FDA, including the timing of clinical trials and regulatory submissions, the potential uses and
benefits of our products and product candidates, the commercial potential for our product candidates, and potential strategic partnerships
and other 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)
| | |
June 30, | | |
December 31, | |
| | |
2026 | | |
2025 | |
| Assets | |
| | |
| |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 4,979,430 | | |
$ | 5,205,842 | |
| Marketable investment securities | |
| 18,287,179 | | |
| 9,724,545 | |
| Accrued interest income | |
| 101,065 | | |
| 14,189 | |
| License fee and royalties receivable | |
| 190,099 | | |
| 1,145,390 | |
| Prepaid and other current assets | |
| 179,004 | | |
| 787,600 | |
| Total current assets | |
| 23,736,777 | | |
| 16,877,566 | |
| |
| | | |
| | |
| Property
and equipment, net of accumulated depreciation of $1,313,541 and $1,284,079 respectively | |
| 74,831 | | |
| 104,293 | |
| Other assets | |
| 23,753 | | |
| 23,753 | |
| Total assets | |
$ | 23,835,361 | | |
$ | 17,005,612 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 680,525 | | |
$ | 971,822 | |
| Accrued expenses | |
| 1,067,432 | | |
| 1,236,374 | |
| Deferred revenue | |
| 320,000 | | |
| 320,000 | |
| Total current liabilities | |
| 2,067,957 | | |
| 2,528,196 | |
| | |
| | | |
| | |
| Total liabilities | |
| 2,067,957 | | |
| 2,528,196 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
Common
stock, par value $0.0001 per share, 75,000,000 shares authorized; 8,244,589 and 6,158,779 issued and 8,244,253 and 6,158,443
outstanding, respectively | |
| 9,153 | | |
| 8,944 | |
| Additional paid-in capital | |
| 237,503,220 | | |
| 223,901,106 | |
| Treasury stock at cost, 336 shares | |
| (40,712 | ) | |
| (40,712 | ) |
| Accumulated other comprehensive income | |
| (13,401 | ) | |
| 4,445 | |
| Accumulated deficit | |
| (215,690,856 | ) | |
| (209,396,367 | ) |
| Total stockholders’ equity | |
| 21,767,404 | | |
| 14,477,416 | |
| | |
| | | |
| | |
| Total liabilities and stockholders’ equity | |
$ | 23,835,361 | | |
$ | 17,005,612 | |
LIPOCINE
INC. AND SUBSIDIARIES
Condensed
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
| | |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
| | |
| | |
| | |
| |
| Revenues: | |
| | | |
| | | |
| | | |
| | |
| License revenue | |
$ | - | | |
$ | 500,000 | | |
$ | - | | |
$ | 500,000 | |
| Royalty revenue | |
| 190,099 | | |
| 122,849 | | |
| 309,496 | | |
| 216,713 | |
| Total revenues | |
| 190,099 | | |
| 622,849 | | |
| 309,496 | | |
| 716,713 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 2,041,389 | | |
| 2,136,769 | | |
| 4,805,782 | | |
| 3,198,341 | |
| General and administrative | |
| 990,956 | | |
| 890,433 | | |
| 2,195,425 | | |
| 2,012,910 | |
| Total operating expenses | |
| 3,032,345 | | |
| 3,027,202 | | |
| 7,001,207 | | |
| 5,211,251 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating loss | |
| (2,842,246 | ) | |
| (2,404,353 | ) | |
| (6,691,711 | ) | |
| (4,494,538 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income: | |
| | | |
| | | |
| | | |
| | |
| Interest and investment income | |
| 219,851 | | |
| 198,637 | | |
| 397,422 | | |
| 424,149 | |
| Total other income | |
| 219,851 | | |
| 198,637 | | |
| 397,422 | | |
| 424,149 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss before income tax expense | |
| (2,622,395 | ) | |
| (2,205,716 | ) | |
| (6,294,289 | ) | |
| (4,070,389 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income tax expense | |
| (200 | ) | |
| - | | |
| (200 | ) | |
| (200 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss attributable to common shareholders | |
$ | (2,622,595 | ) | |
$ | (2,205,716 | ) | |
$ | (6,294,489 | ) | |
$ | (4,070,589 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic loss per share attributable to common stock | |
$ | (0.32 | ) | |
$ | (0.41 | ) | |
$ | (0.84 | ) | |
$ | (0.76 | ) |
| Weighted average common shares outstanding, basic | |
| 8,216,988 | | |
| 5,351,957 | | |
| 7,509,923 | | |
| 5,350,267 | |
| | |
| | | |
| | | |
| | | |
| | |
| Diluted loss per share attributable to common stock | |
$ | (0.32 | ) | |
$ | (0.41 | ) | |
$ | (0.84 | ) | |
$ | (0.76 | ) |
| Weighted average common shares outstanding, diluted | |
| 8,216,988 | | |
| 5,351,957 | | |
| 7,509,923 | | |
| 5,350,267 | |
| | |
| | | |
| | | |
| | | |
| | |
| Comprehensive loss: | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
$ | (2,622,595 | ) | |
$ | (2,205,716 | ) | |
$ | (6,294,489 | ) | |
$ | (4,070,589 | ) |
| Net unrealized loss on marketable investment securities | |
| (6,207 | ) | |
| (6,764 | ) | |
| (17,846 | ) | |
| (10,381 | ) |
| Comprehensive loss | |
$ | (2,628,802 | ) | |
$ | (2,212,480 | ) | |
$ | (6,312,335 | ) | |
$ | (4,080,970 | ) |