Lipocine (LPCN) establishes $50M at-the-market common stock sales plan

Rhea-AI Filing Summary

Lipocine Inc. has activated a stock sales program that lets it issue and sell up to $50,000,000 of common stock through A.G.P./Alliance Global Partners as its sales agent. These shares may be sold from time to time into the market under an existing equity distribution agreement first signed in April 2024.

The company also provided a legal opinion from Dorsey & Whitney LLP confirming the validity of the shares to be issued under this arrangement.

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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):

February 26, 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 8.01 Other Events.

On April 26, 2024, Lipocine Inc. (the “Company”) entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners as sales agent (the “Sales Agent”) to offer and sell shares of its common stock, par value $0.0001 per share (“Common Stock”), from time to time through the Sales Agent. On February 26, 2026, the Company filed a prospectus supplement under the Sales Agreement for an aggregate of $50,000,000 of shares of Common Stock to be sold under the Sales Agreement. A copy of the legal opinion of Dorsey & Whitney LLP, relating to the validity of the shares in connection with the Equity Distribution Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this report:

Exhibit No.		Description
5.1		Opinion of Dorsey & Whitney LLP
23.1		Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
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:	March 4, 2026		By:	/s/ Mahesh V. Patel
				Mahesh V. Patel
				President and Chief Executive Officer

FAQ

What stock sales program did Lipocine (LPCN) authorize in this filing?

Lipocine authorized the sale of up to $50,000,000 in common stock through A.G.P./Alliance Global Partners. Shares may be issued from time to time under an existing equity distribution agreement first entered in April 2024.

Who is the sales agent for Lipocine’s $50 million common stock offering?

A.G.P./Alliance Global Partners is the sales agent for Lipocine’s at-the-market common stock offering. The firm can sell shares from time to time under the equity distribution agreement.

What type of securities can Lipocine (LPCN) sell under this program?

Lipocine can sell shares of its common stock, par value $0.0001 per share. The aggregate amount of stock that may be sold under the program is limited to $50,000,000 in value.

When was Lipocine’s current equity distribution agreement originally signed?

Lipocine entered into the equity distribution, or sales, agreement on April 26, 2024. The February 26, 2026 prospectus supplement updates the amount of stock that can be sold under that existing agreement.

What legal opinion is associated with Lipocine’s at-the-market offering?

Dorsey & Whitney LLP provided a legal opinion on the validity of the shares issuable under the equity distribution agreement. This opinion is filed as Exhibit 5.1 and is incorporated by reference.

Does Lipocine receive proceeds from the sale of shares under this program?

Yes, the program covers primary issuances of common stock by Lipocine. The company receives the proceeds from shares sold through A.G.P./Alliance Global Partners under the equity distribution agreement.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-5.1 EX-5.1 10.5 KB
• EX-5 GRAPHIC 15.6 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB