Squadron funds disclose 9.5% Lipocine (LPCN) stake as passive holding

Rhea-AI Filing Summary

Squadron Master Fund LP and affiliated parties reported a significant passive stake in Lipocine Inc. common stock. They beneficially own 530,000 shares of Lipocine’s common stock, representing 9.5% of the class, based on 5,551,931 shares outstanding as of November 5, 2025.

Squadron Capital Management, LLC, as investment adviser to private funds including Squadron Master Fund LP, and its partners Matthew Sesterhenn and William Blank may be deemed beneficial owners of these shares, with shared voting and dispositive power over 530,000 shares and no sole power. They expressly disclaim beneficial ownership of the securities, and state the position is held in the ordinary course of business and not to change or influence control of Lipocine.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Lipocine Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

53630X203

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 53630X203

1

Names of Reporting Persons

Squadron Master Fund LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 530,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 530,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

530,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.5 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 53630X203

1

Names of Reporting Persons

Squadron Capital Management LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 530,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 530,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

530,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.5 %

12

Type of Reporting Person (See Instructions)

IA, HC

SCHEDULE 13G

CUSIP No. 53630X203

1

Names of Reporting Persons

Matthew Sesterhenn

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 530,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 530,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

530,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.5 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 53630X203

1

Names of Reporting Persons

William Blank

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 530,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 530,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

530,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.5 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Lipocine Inc.
(b)	Address of issuer's principal executive offices: 675 ARAPEEN DRIVE, SUITE 202, SALT LAKE CITY, UTAH, 84108.
Item 2.
(a)	Name of person filing: Squadron Master Fund LP Squadron Capital Management, LLC Matthew Sesterhenn William Blank
(b)	Address or principal business office or, if none, residence: Squadron Master Fund LP c/o Squadron Capital Management, LLC 999 Oakmont Plaza Drive, Suite 600 Westmont, IL 60559 Squadron Capital Management, LLC 999 Oakmont Plaza Drive, Suite 600 Westmont, IL 60559 Matthew Sesterhenn c/o Squadron Capital Management, LLC 999 Oakmont Plaza Drive, Suite 600 Westmont, IL 60559 William Blank c/o Squadron Capital Management, LLC 999 Oakmont Plaza Drive, Suite 600 Westmont, IL 60559
(c)	Citizenship: Squadron Master Fund LP - Delaware Squadron Capital Management, LLC - Delaware Matthew Sesterhenn - United States William Blank - United States
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 53630X203
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Squadron Capital Management, LLC is an investment adviser that is registered as an Exempt Reporting Adviser with the Securities and Exchange Commission. Squadron Capital Management, LLC, which serves as investment adviser to private funds, including but not limited to Squadron Master Fund LP (collectively, the "Funds"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Mr. Sesterhenn and Mr. Blank, as Partners of Squadron Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Squadron Capital Management, LLC and Mr. Sesterhenn and Mr. Blank expressly disclaim beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Squadron Capital Management, LLC or Mr. Sesterhenn and Mr. Blank are the beneficial owner of any of the securities reported herein. Squadron Master Fund LP - 530,000 shares Squadron Capital Management, LLC - 530,000 shares Matthew Sesterhenn - 530,000 shares William Blank - 530,000 shares
(b)	Percent of class: Ownership percentage is based on 5,551,931 shares of common stock outstanding, par value $0.0001 per share, as of November 5, 2025, as reported by the Issuer on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2025. Squadron Master Fund LP - 9.5% Squadron Capital Management, LLC - 9.5% Matthew Sesterhenn - 9.5% William Blank - 9.5%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Squadron Master Fund LP - 0 Squadron Capital Management, LLC - 0 Matthew Sesterhenn - 0 William Blank - 0
	(ii) Shared power to vote or to direct the vote: Squadron Master Fund LP - 530,000 shares Squadron Capital Management, LLC - 530,000 shares Matthew Sesterhenn - 530,000 shares William Blank - 530,000 shares
	(iii) Sole power to dispose or to direct the disposition of: Squadron Master Fund LP - 0 Squadron Capital Management, LLC - 0 Matthew Sesterhenn - 0 William Blank - 0
	(iv) Shared power to dispose or to direct the disposition of: Squadron Master Fund LP - 530,000 shares Squadron Capital Management, LLC - 530,000 shares Matthew Sesterhenn - 530,000 shares William Blank - 530,000 shares
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Notes above.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Squadron Master Fund LP

Signature:	/s/ Matthew Sesterhenn
Name/Title:	Partner, Squadron Partners LLC, its General Partner
Date:	02/17/2026

Squadron Capital Management LLC

Signature:	/s/ Matthew Sesterhenn
Name/Title:	Partner
Date:	02/17/2026

Matthew Sesterhenn

Signature:	/s/ Matthew Sesterhenn
Name/Title:	Matthew Sesterhenn
Date:	02/17/2026

William Blank

Signature:	/s/ William Blank
Name/Title:	William Blank
Date:	02/17/2026

FAQ

What stake in Lipocine Inc. (LPCN) does Squadron report on this Schedule 13G/A?

Squadron Master Fund LP and affiliated parties report beneficial ownership of 530,000 shares of Lipocine Inc. common stock, equal to 9.5% of the class, based on 5,551,931 shares outstanding as of November 5, 2025.

Who are the reporting persons on the Lipocine (LPCN) Schedule 13G/A filing?

The reporting persons are Squadron Master Fund LP, Squadron Capital Management, LLC, and individuals Matthew Sesterhenn and William Blank. Squadron Capital Management advises the funds, and Sesterhenn and Blank are partners with investment and voting discretion.

Is Squadron’s 9.5% Lipocine (LPCN) position a passive investment?

Yes. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Lipocine, other than activities solely in connection with a nomination under Rule 14a-11.

How much voting power does Squadron have over Lipocine (LPCN) shares?

The reporting persons have shared voting power over 530,000 shares and no sole voting power. They also report shared dispositive power over 530,000 shares and no sole dispositive power, reflecting coordinated control over the reported position.

How was Squadron’s 9.5% ownership in Lipocine (LPCN) calculated?

The 9.5% figure is based on 5,551,931 Lipocine common shares outstanding as of November 5, 2025, as reported by Lipocine on its Form 10-Q filed November 6, 2025, with 530,000 shares attributed to each reporting person.

Do Squadron Capital Management and its partners claim full beneficial ownership of Lipocine (LPCN) shares?

No. While they may be deemed beneficial owners as adviser and partners with discretion, Squadron Capital Management, Matthew Sesterhenn, and William Blank expressly disclaim beneficial ownership of the Lipocine securities reported in the statement under Rule 13d-4.