Lipocine (LPCN): Squadron funds report 810,000 shares, a 9.8% ownership stake

Rhea-AI Filing Summary

Squadron Master Fund LP and related parties report a significant ownership stake in Lipocine Inc. The group, including Squadron Capital Management, LLC, Matthew Sesterhenn, and William Blank, reports beneficial ownership of 810,000 shares of Lipocine common stock, representing 9.8% of the outstanding shares, based on 8,244,253 shares outstanding as of May 6, 2026. Voting and dispositive power over these shares is reported as shared, with no sole voting or dispositive power. The reporting persons state that the Funds have the right to receive dividends and sale proceeds and expressly disclaim beneficial ownership under Rule 13d-4.

Key Figures

Shares beneficially owned: 810,000 shares Percent of class: 9.8% Shares outstanding: 8,244,253 shares +2 more

5 metrics

Shares beneficially owned 810,000 shares Common Stock of Lipocine Inc. reported by each filer

Percent of class 9.8% Ownership percentage of Lipocine common stock for each reporting person

Shares outstanding 8,244,253 shares Lipocine common stock outstanding as of May 6, 2026

Sole voting power 0 shares Sole power to vote Lipocine common stock reported by each filer

Shared voting power 810,000 shares Shared power to vote or direct the vote for each reporting person

Key Terms

beneficial owner, shared voting power, shared dispositive power, Investment Advisers Act of 1940, +2 more

6 terms

beneficial owner financial

"may be deemed to be the beneficial owner of all shares of Common Stock"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared voting power financial

"Shared Voting Power 810,000.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 810,000.00"

Investment Advisers Act of 1940 regulatory

"an investment adviser that is registered under the Investment Advisers Act of 1940"

A U.S. federal law that sets rules for people and firms who give investment advice, requiring them to register with regulators, be honest about conflicts, keep records, and follow basic standards of care. It matters to investors because those rules act like licensing and consumer protections — similar to having safety standards for a mechanic — helping ensure advisers act in clients’ financial interests and reducing the risk of fraud or misuse of funds.

Rule 13d-4 regulatory

"Pursuant to Rule 13d-4 , as amended, Squadron Capital Management, LLC"

Schedule 13G regulatory

"If a parent holding company has filed this schedule, pursuant to (ii)(G)"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

FAQ

What ownership stake in Lipocine Inc. (LPCN) does Squadron Master Fund report?

Squadron Master Fund LP and related parties report beneficial ownership of 810,000 shares of Lipocine common stock, representing 9.8% of the class, based on 8,244,253 shares outstanding as of May 6, 2026.

Who are the reporting persons in this Lipocine (LPCN) Schedule 13G/A?

The reporting persons are Squadron Master Fund LP, Squadron Capital Management, LLC, and individuals Matthew Sesterhenn and William Blank, all reporting the same 810,000 shares and 9.8% ownership stake in Lipocine.

How much voting power do the Squadron entities have in Lipocine (LPCN)?

The reporting persons state they have 0 shares of sole voting power and 810,000 shares of shared voting power in Lipocine common stock, matching their reported beneficial ownership position.

On what share count is the 9.8% Lipocine (LPCN) ownership based?

The 9.8% ownership figure is calculated using 8,244,253 shares of Lipocine common stock outstanding as of May 6, 2026, as reported by Lipocine on its Form 10-Q filed May 7, 2026.

Do the Squadron filers disclaim beneficial ownership of Lipocine (LPCN) shares?

Yes. Squadron Capital Management, LLC and Messrs. Sesterhenn and Blank expressly disclaim beneficial ownership of the securities reported, citing Rule 13d-4, even though they may be deemed beneficial owners through their roles.

Who receives dividends and sale proceeds from the Lipocine (LPCN) shares?

The filing states that the Funds have the right to receive, or direct the receipt of, dividends and sale proceeds from the 810,000 shares of Lipocine common stock covered by the statement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 01:02 PM Accepted by SEC EDGAR 08/14/2026 - 01:01 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Lipocine Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

53630X203

(CUSIP Number)

06/30/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 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 810,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 810,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

810,000.00

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)

9.8 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 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 810,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 810,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

810,000.00

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)

9.8 %

12

Type of Reporting Person (See Instructions)

IA, HC

SCHEDULE 13G

CUSIP Number(s): 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 810,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 810,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

810,000.00

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)

9.8 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 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 810,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 810,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

810,000.00

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)

9.8 %

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 1211 West 22nd Street, Suite 1008 Oak Brook, IL 60523 Squadron Capital Management, LLC 1211 West 22nd Street, Suite 1008 Oak Brook, IL 60523 Matthew Sesterhenn c/o Squadron Capital Management, LLC 1211 West 22nd Street, Suite 1008 Oak Brook, IL 60523 William Blank c/o Squadron Capital Management, LLC 1211 West 22nd Street, Suite 1008 Oak Brook, IL 60523
(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 under the Investment Advisers Act of 1940. 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 - 810,000 shares Squadron Capital Management, LLC - 810,000 shares Matthew Sesterhenn - 810,000 shares William Blank - 810,000 shares
(b)	Percent of class: Ownership percentage is based on 8,244,253 shares of common stock outstanding, par value $0.0001 per share, as of May 6, 2026, as reported by the Issuer on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026. Squadron Master Fund LP - 9.8% Squadron Capital Management, LLC - 9.8% Matthew Sesterhenn - 9.8% William Blank - 9.8%
(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 - 810,000 shares Squadron Capital Management, LLC - 810,000 shares Matthew Sesterhenn - 810,000 shares William Blank - 810,000 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 - 810,000 shares Squadron Capital Management, LLC - 810,000 shares Matthew Sesterhenn - 810,000 shares William Blank - 810,000 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:	08/14/2026

Squadron Capital Management LLC

Signature:	/s/ Matthew Sesterhenn
Name/Title:	Partner
Date:	08/14/2026

Matthew Sesterhenn

Signature:	/s/ Matthew Sesterhenn
Name/Title:	Matthew Sesterhenn
Date:	08/14/2026

William Blank

Signature:	/s/ William Blank
Name/Title:	William Blank
Date:	08/14/2026