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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/07/24 Lipocine Inc. 10-K 12/31/23 78:8.8M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.16M
2: EX-10.28 Material Contract HTML 590K
3: EX-21.1 Subsidiaries List HTML 21K
4: EX-23.1 Consent of Expert or Counsel HTML 22K
9: EX-97.DESCRIPTION Clawback Policy re: Recovery of Erroneously HTML 44K
Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 28K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 23K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 23K
15: R1 Cover HTML 95K
16: R2 Consolidated Balance Sheets HTML 114K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 37K
18: R4 Consolidated Statements of Operations and HTML 116K
Comprehensive Loss
19: R5 Consolidated Statements of Changes in HTML 91K
Stockholders' Equity
20: R6 Consolidated Statements of Cash Flows HTML 114K
21: R7 Pay vs Performance Disclosure HTML 34K
22: R8 Insider Trading Arrangements HTML 28K
23: R9 Description of Business HTML 27K
24: R10 Summary of Significant Accounting Policies HTML 182K
25: R11 Marketable Investment Securities HTML 61K
26: R12 Contractual Agreements HTML 52K
27: R13 Loan and Security Agreement HTML 32K
28: R14 Property and Equipment HTML 36K
29: R15 Income Taxes HTML 85K
30: R16 Leases HTML 30K
31: R17 Stockholders? Equity HTML 151K
32: R18 401(k) Plan HTML 27K
33: R19 Commitments and Contingencies HTML 36K
34: R20 Agreement with Spriaso, LLC HTML 32K
35: R21 Subsequent Events HTML 25K
36: R22 Summary of Significant Accounting Policies HTML 215K
(Policies)
37: R23 Summary of Significant Accounting Policies HTML 122K
(Tables)
38: R24 Marketable Investment Securities (Tables) HTML 57K
39: R25 Property and Equipment (Tables) HTML 33K
40: R26 Income Taxes (Tables) HTML 68K
41: R27 Leases (Tables) HTML 28K
42: R28 Stockholders? Equity (Tables) HTML 97K
43: R29 Schedule of Disaggregation of Revenue (Details) HTML 35K
44: R30 Schedule of Employee Service Share-based HTML 27K
Compensation, Allocation of Recognized Period
Costs (Details)
45: R31 Schedule of Key Assumption of Fair Value of Stock HTML 32K
Options Granted (Details)
46: R32 Schedule of Fair Value, Assets and Liabilities HTML 68K
Measured on Recurring Basis (Details)
47: R33 Schedule of Computation of Basic and Diluted HTML 60K
Earnings (Loss) Per Share of Common Stock
(Details)
48: R34 Schedule of Anti-dilutive Securities Excluded from HTML 29K
Computation of Earnings Per Share (Details)
49: R35 Summary of Significant Accounting Policies HTML 93K
(Details Narrative)
50: R36 Schedule of Available for Sale Securities HTML 42K
(Details)
51: R37 Schedule of Maturities of Debt Securities HTML 33K
Classified as Available-for-Sale Securities
(Details)
52: R38 Marketable Investment Securities (Details HTML 32K
Narrative)
53: R39 Contractual Agreements (Details Narrative) HTML 67K
54: R40 Loan and Security Agreement (Details Narrative) HTML 35K
55: R41 Schedule of Property and Equipment (Details) HTML 37K
56: R42 Property and Equipment (Details Narrative) HTML 24K
57: R43 Schedule of Income Tax Expense (Details) HTML 35K
58: R44 Schedule of Pretax Income from Continuing HTML 44K
Operations (Details)
59: R45 Schedule of Deferred Tax Assets and Liabilities HTML 58K
(Details)
60: R46 Schedule of Reconciliation of the Beginning and HTML 25K
Ending Amount of Total Unrecognized Tax
Contingencies, Excluding Interest and Penalties
(Details)
61: R47 Income Taxes (Details Narrative) HTML 58K
62: R48 Schedule of Future Minimum Rental Payments for HTML 28K
Operating Leases (Details)
63: R49 Leases (Details Narrative) HTML 24K
64: R50 Schedule of Stock Option Activity (Details) HTML 56K
65: R51 Schedule of Share-based Compensation of Stock HTML 41K
Options Outstanding and Exercisable (Details)
66: R52 Schedule of Fair Value of Warrants (Details) HTML 50K
67: R53 Schedule of Reconciliation of Warrant Liability HTML 26K
(Details)
68: R54 Schedule of Number of Warrants Outstanding and the HTML 53K
Weighted Average Exercise Price (Details)
69: R55 Schedule of Common Stock Warrants Outstanding HTML 35K
(Details)
70: R56 Stockholders? Equity (Details Narrative) HTML 148K
71: R57 401(k) Plan (Details Narrative) HTML 26K
72: R58 Commitments and Contingencies (Details Narrative) HTML 32K
73: R59 Agreement with Spriaso, LLC (Details Narrative) HTML 38K
75: XML IDEA XML File -- Filing Summary XML 132K
78: XML XBRL Instance -- form10-k_htm XML 1.51M
74: EXCEL IDEA Workbook of Financial Report Info XLSX 130K
11: EX-101.CAL Inline XBRL Taxonomy Extension Calculation XML 176K
Linkbase Document -- lpcn-20231231_cal
12: EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase XML 505K
Document -- lpcn-20231231_def
13: EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase XML 1.13M
Document -- lpcn-20231231_lab
14: EX-101.PRE Inline XBRL Taxonomy Extension Presentation XML 875K
Linkbase Document -- lpcn-20231231_pre
10: EX-101.SCH Inline XBRL Taxonomy Extension Schema Document -- XSD 140K
lpcn-20231231
76: JSON XBRL Instance as JSON Data -- MetaLinks 476± 681K
77: ZIP XBRL Zipped Folder -- 0001493152-24-009127-xbrl Zip 676K
Exhibit 97
LIPOCINE
INC.
INCENTIVE COMPENSATION RECOVERY POLICY
| 1. | Introduction. |
The Board of Directors of Lipocine Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s compensation philosophy. The Board has therefore adopted this policy, which provides for the recovery of erroneously awarded incentive compensation in the event that the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), related rules or standards of The Nasdaq Stock Market or any other securities exchange on which the Company’s shares are listed in the future.
| 2. | Administration. |
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee (the “Committee”), in which case, all references herein to the Board shall be deemed references to the Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
| 3. | Covered Executives. |
Unless and until the Board determines otherwise, for purposes of this Policy, the term “Covered Executive” means a current or former employee who is or was identified by the Company as the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including any executive officer of the Company’s subsidiaries or affiliates) who performs similar policy-making functions for the Company. “Policy-making function” excludes policy-making functions that are not significant. “Covered Executives” will include, at minimum, the executive officers identified by the Company pursuant to Item 401(b) of Regulation S-K of the Exchange Act.
This Policy covers Incentive Compensation received by a person after beginning service as a Covered Executive and who served as a Covered Executive at any time during the performance period for that Incentive Compensation.
| 1 |
| 4. | Recovery: Accounting Restatement. |
In the event of an “Accounting Restatement,” the Company will recover reasonably promptly any excess Incentive Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement, including transition periods resulting from a change in the Company’s fiscal year as provided in Rule 10D-1 of the Exchange Act. Incentive Compensation is deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.
| (a) | Definition of Accounting Restatement. |
For the purposes of this Policy, an “Accounting Restatement” means the Company is required to prepare an accounting restatement of its financial statements filed with the Securities and Exchange Commission (the “SEC”) due to the Company’s material noncompliance with any financial reporting requirements under the federal securities laws (including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period).
The determination of the time when the Company is “required” to prepare an Accounting Restatement shall be made in accordance with applicable SEC and national securities exchange rules and regulations.
An Accounting Restatement does not include situations in which financial statement changes did not result from material non-compliance with financial reporting requirements, such as, but not limited to retrospective: (i) application of a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustment to provision amounts in connection with a prior business combination; and (vi) revision for stock splits, stock dividends, reverse stock splits or other changes in capital structure.
| (b) | Definition of Incentive Compensation. |
For purposes of this Policy, “Incentive Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure, including, for example, bonuses or awards under the Company’s short and long-term incentive plans, grants and awards under the Company’s equity incentive plans, and contributions of such bonuses or awards to the Company’s deferred compensation plans or other employee benefit plans. Incentive Compensation does not include awards which are granted, earned and vested without regard to attainment of Financial Reporting Measures, such as time-vesting awards, discretionary awards and awards based wholly on subjective standards, strategic measures or operational measures.
| 2 |
| (c) | Financial Reporting Measures. |
“Financial Reporting Measures” are those that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements (including non-GAAP financial measures) and any measures derived wholly or in part from such financial measures. For the avoidance of doubt, Financial Reporting Measures include stock price and total shareholder return. A measure need not be presented within the financial statements or included in a filing with the SEC to constitute a Financial Reporting Measure for purposes of this Policy.
| (d) | Excess Incentive Compensation: Amount Subject to Recovery. |
The amount(s) to be recovered from the Covered Executive will be the amount(s) by which the Covered Executive’s Incentive Compensation for the relevant period(s) exceeded the amount(s) that the Covered Executive otherwise would have received had such Incentive Compensation been determined based on the restated amounts contained in the Accounting Restatement. All amounts shall be computed without regard to taxes paid.
For Incentive Compensation based on Financial Reporting Measures such as stock price or total shareholder return, where the amount of excess compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the Board will calculate the amount to be reimbursed based on a reasonable estimate of the effect of the Accounting Restatement on such Financial Reporting Measure upon which the Incentive Compensation was received. The Company will maintain documentation of that reasonable estimate and will provide such documentation to the applicable national securities exchange.
| (e) | Method of Recovery. |
The Board will determine, in its sole discretion, the method(s) for recovering reasonably promptly excess Incentive Compensation hereunder. Such methods may include, without limitation:
| (i) | requiring reimbursement of compensation previously paid; | |
| (ii) | forfeiting any compensation contribution made under the Company’s deferred compensation plans, as well as any matching amounts and earnings thereon; | |
| (iii) | offsetting the recovered amount from any compensation that the Covered Executive may earn or be awarded in the future (including, for the avoidance of doubt, recovering amounts earned or awarded in the future to such individual equal to compensation paid or deferred into tax–qualified plans or plans subject to the Employee Retirement Income Security Act of 1974 (collectively, “Exempt Plans”); provided that, no such recovery will be made from amounts held in any Exempt Plan of the Company); | |
| (iv) | taking any other remedial and recovery action permitted by law, as determined by the Board; or | |
| (v) | some combination of the foregoing. |
| 3 |
| 5. | No Indemnification or Advance. |
Subject to applicable law, the Company shall not indemnify, including by paying or reimbursing for premiums for any insurance policy covering any potential losses, any Covered Executives against the loss of any erroneously awarded Incentive Compensation, nor shall the Company advance any costs or expenses to any Covered Executives in connection with any action to recover excess Incentive Compensation.
| 6. | Interpretation. |
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC or any national securities exchange on which the Company’s securities are listed.
| 7. | Effective Date. |
The effective date of this Policy is October 2, 2023 (the “Effective Date”).1 This Policy applies to Incentive Compensation received by Covered Executives on or after the Effective Date even if such Incentive Compensation was approved, awarded, granted or paid to the Covered Executive prior to the Effective Date. In addition, this Policy is intended to be and will be incorporated as an essential term and condition of any Incentive Compensation agreement, plan or program that the Company establishes or maintains on or after the Effective Date.
| 8. | Amendment and Termination. |
The Board may amend this Policy from time to time in its discretion, and shall amend this Policy as it deems necessary to reflect changes in regulations adopted by the SEC under Section 10D of the Exchange Act and to comply with any rules or standards adopted by The Nasdaq Stock Market or any other securities exchange on which the Company’s shares are listed in the future.
1 Each listed issuer must comply with its recovery policy for all incentive-based compensation received by executive officers on or after the effective date of the applicable listing standards.
| 4 |
| 9. | Other Recovery Rights. |
The Board intends that this Policy will be applied to the fullest extent of the law. Upon receipt of this Policy, each Covered Executive is required to complete the Receipt and Acknowledgement attached as Schedule A to this Policy. The Board may require that any employment agreement or similar agreement relating to Incentive Compensation received on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any (i) other remedies or rights of compensation recovery that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, or similar agreement relating to Incentive Compensation, unless any such agreement expressly prohibits such right of recovery, and (ii) any other legal remedies available to the Company. The provisions of this Policy are in addition to (and not in lieu of) any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002 and other applicable laws.
| 10. | Impracticability. |
The Company shall recover any excess Incentive Compensation in accordance with this Policy, except to the extent that certain conditions are met and the Board has determined that such recovery would be impracticable, all in accordance with Rule 10D-1 of the Exchange Act and the rules or standards of The Nasdaq Stock Market or any other securities exchange on which the Company’s shares are listed in the future.
| 11. | Successors. |
This Policy shall be binding upon and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
| 5 |
Schedule A
INCENTIVE-BASED COMPENSATION CLAWBACK POLICY
RECEIPT AND ACKNOWLEDGEMENT
I, __________________________________________, hereby acknowledge that I have received and read a copy of the Incentive Compensation Recovery Policy. As a condition of my receipt of any Incentive Compensation as defined in the Policy, I hereby agree to the terms of the Policy. I further agree that if recovery of excess Incentive Compensation is required pursuant to the Policy, the Company shall, to the fullest extent permitted by governing laws, require such recovery from me up to the amount by which the Incentive Compensation received by me, and amounts paid or payable pursuant or with respect thereto, constituted excess Incentive Compensation. If any such reimbursement, reduction, cancelation, forfeiture, repurchase, recoupment, offset against future grants or awards and/or other method of recovery does not fully satisfy the amount due, I agree to immediately pay the remaining unpaid balance to the Company.
| Signature | Date |
| 6 |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/7/24 | |||
| For Period end: | 12/31/23 | |||
| 10/2/23 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/26/24 Lipocine Inc. 424B5 1:456K M2 Compliance LLC/FA 4/23/24 Lipocine Inc. S-3/A 3:763K M2 Compliance LLC/FA |