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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
3, 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(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 (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
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Offices |
Appointment
of Michael Grissinger as a Director
On
August 3, 2026, the Board of Directors of the Company expanded the Board of Directors to five members and appointed Michael Grissinger
as a director, effective immediately. Mr. Grissinger will serve until the election of directors at the next annual meeting of the Company’s
stockholders or until his earlier death, disqualification, resignation or removal. The Board of Directors has determined that Mr. Grissinger
is an independent director under the listing standards of the Nasdaq Stock Market.
In
connection with his appointment as a member of the Board of Directors, Mr. Grissinger will receive an initial stock option grant to purchase
2,000 shares of common stock of the Company. In addition, as a non-employee director he will receive an annual retainer of $55,000 per
year.
There
are no family relationships between Mr. Grissinger, and any director or executive officer of the Company and Mr. Grissinger does not
have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item
7.01 Regulation FD Disclosure.
On
August 3, 2026, the Company issued a press release regarding the appointment of Mr. Grissinger to the Board of Directors. A copy of the
press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report and Exhibit 99.1 hereto
are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section, nor shall such information or that Exhibit be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
The
following exhibits are filed with this report.
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release announcing “Lipocine Announces Board of Director Appointment” |
| |
|
|
| 104 |
|
Cover
Page Interactive Date File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| Date:
August 3, 2026 |
LIPOCINE
INC. |
| |
|
|
| |
By: |
/s/
Mahesh V. Patel |
| |
Name: |
Mahesh
V. Patel |
| |
Title:
|
President
and Chief Executive Officer |
Exhibit
99.1
Lipocine
Inc.
Lipocine
Appoints Michael J. Grissinger to Board of Directors
SALT
LAKE CITY, August 3, 2026 — Lipocine Inc. (NASDAQ: LPCN), a biopharmaceutical company leveraging its proprietary technology
platform to augment therapeutics through effective oral delivery, today announced the appointment of Michael J. Grissinger to its Board
of Directors, effective August 3, 2026.
“We
are pleased to welcome Mike Grissinger to our Board of Directors,” said Dana Ono, Ph.D., Chairman of the Board of Lipocine. “Mike
brings extensive experience leading pharmaceutical licensing, corporate development, and mergers and acquisitions. As Lipocine works
to advance the pipeline and pursue partnerships for our assets, his dealmaking experience and judgment will be invaluable.”
Mr.
Grissinger spent more than two decades at Johnson & Johnson where he served in a variety of senior level management roles, including
Vice President and Head of Worldwide Pharmaceutical Licensing and Vice President and Head of Worldwide Pharmaceutical Corporate Development
and M&A. At Johnson & Johnson, Mr. Grissinger led the Immunology Therapeutic Area Business Development and Licensing Group and
was also a member of the Immunology R&D/Commercial leadership team for Johnson & Johnson’s Worldwide Immunology Franchise.
Prior to Johnson & Johnson, Mr. Grissinger spent 12 years at Ciba-Geigy in finance, marketing, and business development roles.
Mr.
Grissinger is an experienced biotech company director serving on boards of public and private companies, including Board Chair roles.
He currently serves on the board of directors at Aprea Therapeutics (Nasdaq: APRE) and Adicet Bio (Nasdaq: ACET). He also advises several
privately-held biotech companies. Mr. Grissinger holds a B.S. in Chemistry from Juniata College and an M.B.A. from Temple University
– Fox School of Business.
Mr.
Grissinger commented, “I am pleased to join the Board of Lipocine. The company has leveraged its innovative oral delivery technology
to build a compelling portfolio of commercial and late-stage clinical assets with the potential to address significant unmet needs. I
look forward to working with the Board and management team as they advance these programs to deliver meaningful value for patients and
shareholders.”
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