LPCN Lipocine

Filed: 5 Apr 21, 4:35pm












Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):

March 9, 2021





(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(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each classTrading Symbol(s)Name of each exchange on which
Common Stock, par value $0.0001 per shareLPCNThe 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Approval of Cash Bonus Plan


On March 9, 2021 the Board of Directors of the Company adopted cash bonus targets for its employees, including its named executive officers and its principal financial officer. Target bonuses for these executive officers of the Company will range from 25% to 45% of such executive’s 2021 salary. The amount of bonus, if any, for these executive officers will be based on the Company meeting the 2021 corporate objectives approved by the Board. The 2021 corporate objectives are primarily related to clinical milestones, commercial/business development milestones, and financial objectives.


The target bonuses for the Company’s named executive officers and principal financial officer for 2021 are as follows:



Named Executive Officer Target Bonus (as a
percentage of FY
2021 Base Salary)
Mahesh V. Patel  45%
Morgan Brown  35%
Nachiappan Chidambaram  25%







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.


Date:April 5, 2021 By:/s/ Mahesh V. Patel
    Mahesh V. Patel
    President and Chief Executive Officer