Lipocine Inc. shareholders disclosed that Squadron Master Fund LP and affiliated reporting persons hold 450,000 shares of Common Stock, representing 6.2% of the class based on 7,299,687 shares outstanding as of 03/09/2026. The filing states the shares are held with shared voting and dispositive power among the Funds and named advisers/partners.
Positive
None.
Negative
None.
Insights
Institutional holder reports a 6.2% stake via shared powers.
The filing lists 450,000 shares held by Squadron Master Fund LP and attributable as shared beneficial ownership to Squadron Capital Management, LLC, Matthew Sesterhenn and William Blank. The percentage is calculated from 7,299,687 outstanding shares as of 03/09/2026.
Ownership is reported as shared voting and dispositive power; the statement includes an express disclaimer of beneficial ownership under Rule 13d-4. Subsequent public filings may show changes to holdings.
Filing clarifies voting/dispositive arrangements and disclosure mechanics.
The schedule identifies the advisory entity and two partners as reporting persons and documents shared voting and dispositive power over the 450,000 shares. It also cites the Funds' right to receive dividends or sale proceeds under Item 6.
Signatures indicate authorized reporting by the named partners; the filing follows disclosure norms for >5% holders and notes the issuer-reported outstanding share count on 03/09/2026.
Key Figures
Reported shares held:450,000 sharesPercent of class:6.2%Shares outstanding:7,299,687 shares
3 metrics
Reported shares held450,000 sharesHeld by Squadron Master Fund LP (shared ownership)
Percent of class6.2%Percentage based on outstanding shares as of 03/09/2026
Shares outstanding7,299,687 sharesOutstanding common shares as of 03/09/2026 (issuer Form 10-K)
Key Terms
Schedule 13G/A, beneficially owned, shared dispositive power
3 terms
Schedule 13G/Aregulatory
"Amendment No. 2 ) Lipocine Inc. Common Stock"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownedfinancial
"Amount beneficially owned: Squadron Master Fund LP - 450,000 shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 450,000.00"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Lipocine Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
53630X203
(CUSIP Number)
03/31/2026
(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
450,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
450,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
450,000.00
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)
6.2 %
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
450,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
450,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
450,000.00
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)
6.2 %
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
450,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
450,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
450,000.00
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)
6.2 %
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
450,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
450,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
450,000.00
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)
6.2 %
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 - 450,000 shares
Squadron Capital Management, LLC - 450,000 shares
Matthew Sesterhenn - 450,000 shares
William Blank - 450,000 shares
(b)
Percent of class:
Ownership percentage is based on 7,299,687 shares of common stock outstanding, par value $0.0001 per share, as of March 9, 2026, as reported by the Issuer on Form 10-K filed with the Securities and Exchange Commission on March 10, 2026.
Squadron Master Fund LP - 6.2%
Squadron Capital Management, LLC - 6.2%
Matthew Sesterhenn - 6.2%
William Blank - 6.2%
(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 - 450,000 shares
Squadron Capital Management, LLC - 450,000 shares
Matthew Sesterhenn - 450,000 shares
William Blank - 450,000 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 - 450,000 shares
Squadron Capital Management, LLC - 450,000 shares
Matthew Sesterhenn - 450,000 shares
William Blank - 450,000 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
What stake does Squadron Master Fund LP report in LPCN?
They report ownership of 450,000 shares, equal to 6.2% of the class. This percentage is based on 7,299,687 shares outstanding as of 03/09/2026, as cited in the filing.
Who else is named on the Schedule 13G/A for LPCN?
Squadron Capital Management, LLC, Matthew Sesterhenn, and William Blank are named; each is reported with shared voting and dispositive power over the same 450,000 shares attributed to the Fund.
How is voting and dispositive power reported for the 450,000 shares?
The filing shows 0 sole voting/dispositive power and 450,000 shares of shared voting and shared dispositive power for each reporting person. These rights are disclosed verbatim in the ownership table.
What outstanding share count does the filing use to compute 6.2%?
The filing uses an outstanding share figure of 7,299,687 shares as of 03/09/2026, reported by the issuer on its Form 10-K filed 03/10/2026, to calculate the 6.2% ownership percentage.
