Lipocine Inc. reports a Schedule 13G showing Ikarian Capital and Neil Shahrestani jointly disclose ownership of 508,556 shares of Common Stock, representing 6.3% of the class.
The shares are held by Ikarian Healthcare Master Fund, L.P. and certain separately managed accounts; Ikarian Capital and Mr. Shahrestani state potential indirect beneficial ownership through investment discretion. The 6.3% calculation references 8,025,115 shares outstanding as of April 6, 2026.
Positive
None.
Negative
None.
Insights
Large passive holding disclosed by an investment manager and its principal.
Ikarian Capital and Neil Shahrestani report 508,556 shares, equal to 6.3% of the outstanding common stock as of April 6, 2026. The position is held via Ikarian Healthcare Master Fund, L.P. and separately managed accounts, per Item 2.
Voting and dispositive powers are shown as shared for the reported shares. Subsequent filings may clarify any group status or changes in voting arrangements.
The Schedule 13G is a passive beneficial ownership disclosure, not an acquisition filing.
The joint filing emphasizes investment-adviser discretion and disclaimers about beneficial ownership under Section 13(d)/(g). The filing includes a Joint Filing Agreement as Exhibit 99.1 and is signed by Neil Shahrestani on May 15, 2026.
Disclosure signals reportable >5% ownership; regulatory implications are standard—no express intent to act as an owner is admitted in the text.
Key Figures
Reported shares beneficially owned:508,556 sharesPercent of class:6.3%Shares outstanding reference:8,025,115 shares
3 metrics
Reported shares beneficially owned508,556 sharesJoint filing by Ikarian Capital and Neil Shahrestani
Percent of class6.3%Based on 8,025,115 shares outstanding as of April 6, 2026
Shares outstanding reference8,025,115 sharesAs disclosed in issuer's Definitive Proxy Statement filed April 21, 2026
"This statement is filed jointly by and on behalf of each of Ikarian Capital"
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.
Beneficial ownershipregulatory
"may be deemed to have beneficial ownership of the securities covered by this statement"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Lipocine Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
53632A203
(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):
53632A203
1
Names of Reporting Persons
Ikarian Capital, 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
508,556.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
508,556.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
508,556.00
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)
6.3 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: (1) The figures in Items 6, 8, and 9 represent Common Stock, par value $0.0001 per share ("Common Stock") of Lipocine Inc. (the "Issuer"), held by Ikarian Healthcare Master Fund, L.P., a Cayman Islands exempted limited partnership (the "Fund"), and certain separate managed accounts. See Item 2 for more information.
(2) The figure in Item 11 is based upon 8,025,115 shares of Common Stock outstanding as of April 6, 2026, as disclosed in the Issuer's Definitive Proxy Statement, filed with the U.S. Securities and Exchange Commission (the "SEC") on April 21, 2026.
SCHEDULE 13G
CUSIP Number(s):
53632A203
1
Names of Reporting Persons
Neil Shahrestani
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
508,556.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
508,556.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
508,556.00
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)
6.3 %
12
Type of Reporting Person (See Instructions)
IN, HC
Comment for Type of Reporting Person: (1) The figures in Items 6, 8, and 9 represent Common Stock of the Issuer held by the Fund, and certain separate managed accounts. See Item 2 for more information.
(2) The figure in Item 11 is based upon 8,025,115 shares of Common Stock outstanding as of April 6, 2026, as disclosed in the Issuer's Definitive Proxy Statement, filed with the SEC on April 21, 2026.
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:
This statement is filed jointly by and on behalf of each of Ikarian Capital, LLC, a Delaware limited liability company ("Ikarian Capital"), and Neil Shahrestani (together referred herein as the "Reporting Persons"). The Fund, and certain separately managed accounts managed by Ikarian Capital (collectively, the "Managed Accounts"), are the record owners of the securities covered by this statement. Ikarian Capital is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and serves as investment manager to the Fund and as sub-adviser to the Managed Accounts, and may be deemed to have beneficial ownership of the securities covered by this statement through the investment discretion it has over the Fund and the Managed Accounts. Ikarian Capital is ultimately controlled, indirectly, by Mr. Shahrestani. Accordingly, Mr. Shahrestani may be deemed to indirectly beneficially own securities beneficially owned by Ikarian Capital. The Fund disclaims beneficial ownership of the shares held by the Managed Accounts. The Managed Accounts disclaim beneficial ownership of the shares held by the Fund.
Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o Ikarian Capital, LLC, 100 Crescent Court, Suite 1620, Dallas, Texas 75201.
(c)
Citizenship:
See Item 4 on the cover page(s) hereto
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP Number(s):
53632A203
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:
See Item 9 on the cover pages(s) hereto.
(b)
Percent of class:
See Item 11 on the cover page(s) hereto.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover page(s) hereto.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page(s) hereto.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page(s) hereto.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page(s) hereto.
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 information set forth in Item 2(a) is incorporated by reference herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
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.
What stake does Ikarian Capital hold in Lipocine (LPCN)?
Ikarian Capital and related persons report ownership of 508,556 shares, equal to 6.3% of common stock. The filing states this percentage is based on 8,025,115 shares outstanding as of April 6, 2026, per the issuer's proxy statement.
Who legally holds the 508,556 Lipocine shares disclosed?
The shares are held by Ikarian Healthcare Master Fund, L.P. and certain separately managed accounts. Ikarian Capital is the fund manager and may be deemed to have beneficial ownership through investment discretion.
Does the filing say Ikarian will act together with others on Lipocine matters?
The reporting persons state that their filing should not be construed as an admission of acting as a group under Section 13(d)/(g). The text notes potential group membership but disclaims admissions regarding coordinated action.
What voting or dispositive power is reported for these shares?
The cover data shows 0 sole voting or dispositive power and 508,556 shared voting and shared dispositive power. These figures are attributed to the Fund and managed accounts in Item 2.
When was this Schedule 13G signed and filed?
The joint filing is signed by Neil Shahrestani and dated May 15, 2026. Exhibit 99.1 is a Joint Filing Agreement filed with the statement.
