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Exhibit 99.1

LIPOCINE INC.

Condensed Balance Sheets

(Unaudited)

 

     June 30,
2013
    December 31,
2012
 

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 3,606,499      $ 5,377,114   

Accounts receivable

     92,732        —     

Prepaid and other current assets

     123,317        90,934   

Related-party receivable

     —          3,815   
  

 

 

   

 

 

 

Total current assets

     3,822,548        5,471,863   

Property and equipment, net

     40,078        49,355   

Other assets

     45,000        45,000   
  

 

 

   

 

 

 

Total assets

   $ 3,907,626      $ 5,566,218   
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Accounts payable

   $ 590,295      $ 87,027   

Accrued expenses

     124,851        107,950   

Income taxes payable

     17,886        17,836   
  

 

 

   

 

 

 

Total current liabilities

     733,032        212,813   

Income taxes payable, noncurrent

     37,456        37,212   
  

 

 

   

 

 

 

Total liabilities

     770,488        250,025   
  

 

 

   

 

 

 

Commitments and contingencies (notes 8 and 10)

    

Stockholders’ equity:

    

Series B convertible preferred stock, $0.001 par value; 4,100,000 shares authorized and issuable in series; 250,000 shares designated in series, 250,000 issued and outstanding

     250        250   

Series A common stock, $0.001 par value; 32,000,000 shares authorized; 10,351,334 issued and outstanding

     10,351        10,351   

Series B common stock, $0.001 par value; 11,000,000 shares authorized; 4,637,347 issued, 4,607,847 and 4,637,347 outstanding

     4,638        4,638   

Additional paid-in capital

     43,173,735        42,575,249   

Treasury stock at cost, 29,500 and zero shares

     (53,100     —     

Accumulated deficit

     (39,998,736     (37,274,295
  

 

 

   

 

 

 

Total stockholders’ equity

     3,137,138        5,316,193   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 3,907,626      $ 5,566,218   
  

 

 

   

 

 

 

See notes to condensed financial statements

 

1


LIPOCINE INC.

Condensed Statements of Operations

(Unaudited)

 

     Three months ended June 30,     Six months ended June 30,  
     2013     2012     2013     2012  

Revenues:

        

License and milestone revenue

   $ —        $ —        $ —        $ 7,523,437   

Research revenue

     —          —          —          186,233   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     —          —          —          7,709,670   

Operating expenses:

        

Research and development

     443,857        545,403        1,088,967        1,148,607   

General and administrative

     929,355        343,356        1,636,391        789,511   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

     (1,373,212     (888,759     (2,725,358     5,771,552   

Other income, net

     687        2,849        1,211        6,141   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income tax expense

     (1,372,525     (885,910     (2,724,147     5,777,693   

Income tax expense

     (182     (171     (294     (1,410
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (1,372,707   $ (886,081   $ (2,724,441   $ 5,776,283   
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic earnings (loss) per share attributable to Series A and B common stock

   $ (0.09   $ (0.06   $ (0.18   $ 0.37   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding

     14,988,681        14,988,681        14,988,681        14,988,681   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted earnings (loss) per share attributable to Series A and B common stock

   $ (0.09   $ (0.06   $ (0.18   $ 0.37   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding, diluted

     14,988,681        14,988,681        14,988,681        15,238,681   
  

 

 

   

 

 

   

 

 

   

 

 

 

See notes to condensed financial statements

 

2


LIPOCINE INC.

Condensed Statements of Cash Flows

(Unaudited)

 

     Six months ended June 30,  
     2013     2012  

Cash from operating activities:

    

Net income (loss)

   $ (2,724,441   $ 5,776,283   

Adjustments to reconcile net income (loss) to cash used in operating activities:

    

Depreciation and amortization

     10,483        20,950   

Forgiveness of related party receivable

     3,815        —     

Stock-based compensation expense

     598,486        79,948   

Changes in operating assets and liabilities:

    

Accounts receivable

     (92,732     235,638   

Prepaid and other current assets

     12,306        54,398   

Accounts payable

     458,579        (71,249

Accrued expenses

     16,901        22,430   

Income taxes payable

     294        342   

Deferred revenues

     —          (7,523,437
  

 

 

   

 

 

 

Cash used in operating activities

     (1,716,309     (1,404,697

Cash used in investing activities:

    

Purchases of property and equipment

     (1,206     (2,610
  

 

 

   

 

 

 

Cash used in investing activities

     (1,206     (2,610

Cash used in financing activities:

    

Purchase of treasury stock

     (53,100     —     
  

 

 

   

 

 

 

Cash used in financing activities

     (53,100     —     
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (1,770,615     (1,407,307

Cash and equivalents at beginning of period

     5,377,114        8,567,823   
  

 

 

   

 

 

 

Cash and equivalents at end of period

   $ 3,606,499      $ 7,160,516   
  

 

 

   

 

 

 

Supplemental disclosure of non-cash financing activities:

    

Accrued deferred offering costs

   $ 44,689        —     

See notes to condensed financial statements

 

3


LIPOCINE INC.

Notes to Condensed Financial Statements

(Unaudited)

 

(1) Basis of Presentation

The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the audited Lipocine Inc. financial statements for the year ended December 31, 2012. The accompanying unaudited financial statements reflect all adjustments necessary for a fair presentation of results for the interim periods presented. Preparing financial statements requires the Company to make estimates and assumptions that affect the amounts that are reported in the financial statements and accompanying footnotes. Although these estimates are based upon the Company’s best knowledge of current events and actions that the Company may undertake in the future, actual results may be different from the estimates. The results of operations for the three and six months ended June 30, 2013 are not necessarily indicative of the results to be expected for any future period or for the full year.

 

(2) Earnings (Loss) per Share

Basic earnings (loss) per share is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Net income (loss) available to common shareholders for the three and six months ended June 30, 2013 and 2012 was calculated using the two-class method, which is an earnings (loss) allocation method for computing earnings (loss) per share when an entity’s capital structure includes common stock and participating securities. The two-class method determines earnings (losses) per share based on dividends declared on common stock and participating securities (i.e., distributed earnings) and participation rights of participating securities in any undistributed earnings (loss). The application of the two-class method was required since the Company’s Series B preferred stock and the unvested restricted stock each contain nonforfeitable rights to dividends or dividend equivalents. However, unvested restricted stock grants and Series B convertible preferred stock are not included in computing basic earnings (loss) per share for periods where the Company has losses as these securities are not contractually obligated to share in losses of the Company.

Diluted earnings (loss) per share is based on the weighted average number of common shares outstanding plus, where applicable, the additional potential common shares that would have been outstanding related to dilutive options, warrants, convertible preferred stock and unvested restricted stock to the extent such shares are dilutive.

The following table sets forth the computation of basic and diluted earnings (loss) per share of Series A and Series B common stock for the three and six months ended June 30, 2013 and 2012. The allocation of undistributed earnings (losses) to Series A and Series B common stock in the table below excludes zero net income (loss) allocated to the participating securities for the three months ended June 30, 2013 and 2012, and zero and $221,232 for the six months ended June 30, 2013 and 2012.

 

4


LIPOCINE INC.

Notes to Condensed Financial Statements

(Unaudited)

 

     Three Months Ended June 30,  
     2013     2012  
     Series A     Series B     Series A     Series B  

Basic net loss per share attributable to Series A and Series B common stock:

        

Numerator

        

Allocation of undistributed losses to Series A and Series B common stock

   $ (947,991   $ (424,716   $ (611,928   $ (274,153

Denominator

        

Weighted avg. common shares outstanding

     10,351,334        4,637,347        10,351,334        4,637,347   
  

 

 

   

 

 

   

 

 

   

 

 

 

Number of shares used in per share computation

     10,351,334        4,637,347        10,351,334        4,637,347   

Basic losses per share attributable to Series A and Series B common stock

   $ (0.09   $ (0.09   $ (0.06   $ (0.06
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted net loss per share attributable to Series A and Series B common stock:

        

Numerator

        

Allocation of undistributed losses to Series A and

        

Series B common stock in basic earnings per share

   $ (947,991   $ (424,716   $ (611,928   $ (274,153

Plus: Undistributed losses allocated to Series B convertible preferred stock

     —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total losses used in per share computation

   $ (947,991   $ (424,716   $ (611,928   $ (274,153

Denominator

        

Weighted avg. common shares used in basic per share computation

     10,351,334        4,637,347        10,351,334        4,637,347   

Plus: Weighted avg. Series B convertible preferred stock

     —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Number of shares used in per share computation

     10,351,334        4,637,347        10,351,334        4,637,347   

Diluted losses per share attributable to Series A and Series B common stock

   $ (0.09   $ (0.09   $ (0.06   $ (0.06
  

 

 

   

 

 

   

 

 

   

 

 

 

 

5


LIPOCINE INC.

Notes to Condensed Financial Statements

(Unaudited)

 

     Six Months Ended June 30,  
     2013     2012  
     Series A     Series B     Series A      Series B  

Basic net income (loss) per share attributable to Series A and Series B common stock:

         

Numerator

         

Allocation of undistributed earnings (losses) to Series A and Series B common stock

   $ (1,881,499   $ (842,942   $ 3,836,607       $ 1,718,444   

Denominator

         

Weighted avg. common shares outstanding

     10,351,334        4,637,347        10,351,334         4,637,347   
  

 

 

   

 

 

   

 

 

    

 

 

 

Number of shares used in per share computation

     10,351,334        4,637,347        10,351,334         4,637,347   

Basic earnings (losses) per share attributable to Series A and Series B common stock

   $ (0.18   $ (0.18   $ 0.37       $ 0.37   
  

 

 

   

 

 

   

 

 

    

 

 

 

Diluted net income (loss) per share attributable to Series A and Series B common stock:

         

Numerator

         

A and Series B common stock in basic earnings per share

   $ (1,881,499   $ (842,942   $ 3,836,607       $ 1,718,444   

Plus: Undistributed earnings allocated to Series B convertible preferred stock

     —          —          92,421         —     
  

 

 

   

 

 

   

 

 

    

 

 

 

Total earnings (losses) used in per share computation

   $ (1,881,499   $ (842,942   $ 3,929,028       $ 1,718,444   

Denominator

         

Weighted avg. common shares used in basic per share computation

     10,351,334        4,637,347        10,351,334         4,637,347   

Plus: Weighted avg. Series B convertible preferred stock

     —          —          250,000         —     
  

 

 

   

 

 

   

 

 

    

 

 

 

Number of shares used in per share computation

     10,351,334        4,637,347        10,601,334         4,637,347   

Diluted earnings (losses) per share attributable to Series A and Series B common stock

   $ (0.18   $ (0.18   $ 0.37       $ 0.37   
  

 

 

   

 

 

   

 

 

    

 

 

 

 

6


LIPOCINE INC.

Notes to Condensed Financial Statements

(Unaudited)

 

The computation of diluted earnings (loss) per share for the three and six months ended June 30, 2013 and 2012 does not include the following unvested restricted stock, stock options and warrants to purchase shares in the computation of diluted earnings (loss) per share because these instruments were antidilutive:

 

     Three Months Ended
June 30,
     Six Months Ended
June 30,
 
     2013      2012      2013      2012  

Stock Options

     4,201,684         3,419,201         4,201,684         3,419,201   

Unvested Restricted Stock

     310,250         346,050         310,250         346,050   

Warrants

     70,000         70,000         70,000         70,000   

 

(3) Fair Value

For trade accounts receivable, prepaid and other current assets, related-party receivable, trade accounts payable, and accrued expenses the carrying amounts approximate fair value because of the short maturity of these instruments.

Assets and liabilities that are measured at fair value on a recurring basis using quoted prices in active markets for identical instruments (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3) consist of the following at June 30, 2013 and December 31, 2012:

 

            Fair value measurements at reporting date using  
     June 30, 2013      Level 1 inputs      Level 2 inputs      Level 3 inputs  

Assets:

           

Cash equivalents-money market funds

   $ 2,433,188       $ 2,433,188       $ —         $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 2,433,188       $ 2,433,188       $ —         $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 
            Fair value measurements at reporting date using  
     December 31,
2012
     Level 1 inputs      Level 2 inputs      Level 3 inputs  

Assets:

           

Cash equivalents-money market funds

   $ 2,686,727       $ 2,686,727       $ —         $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 2,686,727       $ 2,686,727       $ —         $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

The following methods and assumptions were used to determine the fair value of each class of assets recorded at fair value in the balance sheets:

Cash equivalents: Cash equivalents primarily consist of highly rated money market funds with original maturities to the Company of three months or less, and are purchased daily at par value with specified yield rates. Due to the high ratings and short-term nature of the funds, the Company considers all cash equivalents as Level 1.

 

7


LIPOCINE INC.

Notes to Condensed Financial Statements

(Unaudited)

 

(4) Income Taxes

The tax provision for interim periods is determined using an estimate of the Company’s effective tax rate for the full year adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter the Company updates its estimate of the annual effective tax rate, and if the estimated tax rate changes, the Company makes a cumulative adjustment.

At June 30, 2013 and December 31, 2012, the Company has a full valuation allowance against its deferred tax assets, net of expected reversals of existing deferred tax liabilities, as it believes it is more likely than not that these benefits will not be realized.

On January 2, 2013, an extension of the research and development credit in the U.S. was signed into law. While the Company fully intends to take advantage of the research and development credit for the 2012 and 2013 tax years, no benefit has been recorded in the financial statements due to the full valuation allowance position in the U.S.

 

(5) Share-Based Payments

The Company recognizes stock-based compensation expense for grants of stock option awards and restricted stock under the Company’s Incentive Plan to employees and nonemployee members of the Company’s board of directors based on the grant-date fair value of those awards. The grant-date fair value of an award is generally recognized as compensation expense over the award’s requisite service period. In addition, the Company has granted performance-based stock option awards and restricted stock grants which vest based upon the Company satisfying certain performance conditions. Potential compensation cost, measured on the grant date, related to these performance options will be recognized only if, and when, the Company estimates that these options will vest, which is based on whether the Company considers the options’ performance conditions to be probable of attainment. The Company’s estimates of the number of performance-based options that will vest will be revised, if necessary, in subsequent periods. In addition, the Company grants stock options to nonemployee consultants from time to time in exchange for services performed for the Company. Equity instruments granted to nonemployees are subject to periodic revaluation over their vesting terms.

On January 31, 2013, the Company modified 3,262,948 existing time-vested and performance stock options by lowering the exercise price to $0.782. Additionally, the Company modified the vesting terms for its unvested performance stock options and unvested restricted stock to vest on the earlier of the first dosing in the pivotal clinical study for its lead drug candidate, or 50% on January 31, 2014 and 50% on January 31, 2015. Compensation expense of $421,950 was recorded as a result of the modifications.

Stock-based compensation cost that has been expensed in the statements of operations amounted to $118,180 and $33,915 for the three months ended June 30, 2013 and 2012 and $598,486 and $79,948 for the six months ended June 30, 2013 and 2012, allocated as follows:

 

     Three months ended
June 30,
     Six months ended
June 30,
 
     2013      2012      2013      2012  

Research and development

   $ 37,463       $ 10,751       $ 189,720       $ 25,344   

General and administrative

     80,717         23,164         408,766         54,604   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 118,180       $ 33,915       $ 598,486       $ 79,948   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

8


LIPOCINE INC.

Notes to Condensed Financial Statements

(Unaudited)

 

As of June 30, 2013, there was approximately $718,299 of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Company’s Incentive Plan. The cost will be expensed pro-rata over the service period. The cumulative amount of compensation expense recognized at any point in time is at least equal to the portion of the award that is vested at that date. No stock options were issued during the three months ended June 30, 2013. The weighted average fair value of stock options granted during the six months ended June 30, 2013, was approximately $0.48.

 

(6) Collaborative Agreements

 

  (a) Abbott Products, Inc.

On May 15, 2009, the Company granted an exclusive license to Solvay Pharmaceuticals, Inc. (later acquired by Abbott Products, Inc.) to certain rights to its intellectual property in exchange for an up-front license fee of $4,000,000, certain specified payments upon achievement of various development and commercial milestones or the passage of time and also a royalty on related net sales. The Company also received research revenue for services rendered during the development period and reimbursement of out-of-pocket expenses.

The Company received the up-front fee of $4,000,000 in 2009 and milestone payments, related solely to the passing of time and not the achievement of any of the development or commercial milestones, totaling $3,000,000 and $2,000,000 in 2011 and 2010. The up-front license fee and milestone payments were recorded as a single unit of account, as the delivered technology does not have stand-alone value. Total consideration was recorded using cumulative catch-up method as payments were deemed collectible over the estimated term of the contract for which the Company has continuing performance obligations. The agreement was terminated effective March 29, 2012, and the balance of deferred revenue of $7,523,438 was recognized as licensing and milestone revenue during the six months ended June 30, 2012. The Company also earned research revenue under the agreement of zero and $186,233 during the three and six months ended June 30, 2012. No amounts were recorded for the three or six months ended June 30, 2013.

As part of the termination we reacquired the rights to the intellectual property from Abbott in March 2012. All obligations under the prior license agreement have been completed except that Lipocine will owe Abbott a perpetual 1.5% royalty on net sales should Lipocine decide to use certain Solvay/Abbott formulations or a perpetual 1% royalty on net sales should Lipocine use data generated during the term of the Solvay/Abbott agreement in any regulatory filings for a product. Such royalties are limited to $1 million in the first two calendar years following product launch, after which period there is not a cap on royalties and no maximum aggregate amount. If generic versions of any such product are introduced, then royalties are reduced by 50%.

 

  (b) Nexgen Pharma, Inc.

On May 21, 2011, the Company entered into a collaborative product development agreement with Nexgen Pharma, Inc. (“Nexgen”). Under the agreement, the parties agreed to jointly develop certain products for the treatment of coughs and colds and to share future revenues from those products. Nexgen agreed to reimburse the Company at cost for all future clinical costs incurred in the development of the products. A total of $92,732 and $55,560 for the three months ended June 30, 2013 and 2012 and $468,348 and $397,852 during the six months ended June 30, 2013 and 2012 was reimbursed for related expenses under the agreement and recorded net in research and development expense. The Company is responsible for certain new drug application (“NDA”) filing costs with the Food and Drug Administration (“FDA”) under terms of this contract and, additionally, will participate on a joint steering committee with Nexgen for the development, regulatory, and manufacturing strategy of product candidates. On July 23, 2013, the Company transferred all rights and obligations under this agreement to Spriaso, LLC (see note 11).

 

  (c) Contract Research and Development

The Company has entered into agreements with a number of independent contractors, primarily clinical researchers, who serve as advisors to the Company and various contract organizations that conduct preclinical and clinical development work on behalf of the Company. The Company incurred expenses of $123,905 and $131,373 for the three months ended June 30, 2013 and 2012, and $538,395 and $578,074 for the six months ended June 30, 2013 and 2012 under these agreements.

 

9


LIPOCINE INC.

Notes to Condensed Financial Statements

(Unaudited)

 

(7) Leases

Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) as of June 30, 2013 are:

 

     Operating
leases
 

Year ending December 31:

  

2013

   $ 131,907   

2014

     247,841   
  

 

 

 

Total minimum lease payments

   $ 379,748   
  

 

 

 

The Company’s rent expense was $90,864 and $84,952 for the three months ended June 30, 2013 and 2012 and $177,727 and $169,905 for the six months ended June 30, 2013 and 2012.

 

(8) Stockholders’ Equity

 

  (a) Preferred Stock

Series B convertible preferred stock may be converted any time after three years after issuance and at the option of the holder into Series A common stock on a one-to-one basis. Series B preferred stockholders are not entitled to vote. Series B convertible preferred stock has liquidation rights consistent with common stockholders based on the number of common shares into which Series B preferred is convertible. At June 30, 2013, all outstanding Series B preferred shares are convertible.

Preferred stockholders are entitled to receive dividends when and if declared by the board of directors with respect to Series A voting common stock. The Company may not pay or declare any form of dividend to Series A common stockholders without at the same time paying or declaring the same per share dividend to the preferred stockholders as if all preferred shares were converted to common stock at the date of declaration.

 

  (b) Common Stock

Common stock consists of two series; Series A common stock and Series B common stock. Both series bear the same rights except Series B shareholders are not entitled to vote. Any Series B common stock automatically converts to Series A common stock upon any consolidation, merger, or reorganization, which the Company is not the surviving entity or the closing of a public offering of Series A common stock.

 

  (c) Stock Option Plan

In January 2011, the board of directors adopted the 2011 Equity Incentive Plan (the “2011 Plan”) that provides for the granting of nonqualified and incentive stock options and restricted stock. The 2011 Plan assumed all of the obligations, which existed under the previous 2000 Stock Option Plan. Under the 2011 Plan, the Company has granted nonqualified and incentive stock options for the purchase of Series B common stock to directors, employees and nonemployees providing services to the Company. The board of directors, on an option-by-option basis, determines the number of shares, exercise price, term, and vesting period. Options granted generally have a ten-year contractual life. An aggregate of 6,413,051 shares are authorized for issuance under the amended 2011 Plan, with 1,584,394 shares remaining available for grant as of June 30, 2013.

 

10


LIPOCINE INC.

Notes to Condensed Financial Statements

(Unaudited)

 

A summary of stock option activity is as follows:

 

     Outstanding stock options  
     Number of
shares
    Weighted
average
exercise
price
 

Balance at December 31, 2012

     3,403,001      $ 1.72   

Options granted

     842,000        0.78   

Options forfeited

     (26,457     1.67   

Options cancelled

     (16,860     1.35   
  

 

 

   

Balance at June 30, 2013

     4,201,684        0.83   
  

 

 

   

Options exercisable at June 30, 2013

     3,124,455        0.85   
  

 

 

   

The following table summarizes information about stock options outstanding at June 30, 2013:

 

Options outstanding      Options exercisable  
Number
outstanding
     Weighted
average
remaining
contractual
life
(Years)
     Weighted
average
exercise
price
     Number
exerciseable
     Weighted
average

remaining
contractual
life
(Years)
     Weighted
average
exercise
price
 
  4,201,684         7.81       $ 0.83         3,124,455         7.41       $ 0.85   

 

  (d) Restricted Series B Common Stock

In 2010, the Company issued 385,500 shares of restricted Series B common stock to employees. These shares vest on the earlier of the first dosing in the pivotal clinical study for its lead drug candidate, or 50% on January 31, 2014 and 50% on January 31, 2015. The fair value of these shares when issued was $1.68 per share

On June 28, 2013, the Company accelerated the vesting and repurchased a combined total of 29,500 shares of restricted Series B common stock from six employees at a price of $1.80 per share. The acceleration of the vesting resulted in the recognition of $16,437 in stock-based compensation expense. The repurchased shares are shown as treasury stock as of June 30, 2013.

 

11


LIPOCINE INC.

Notes to Condensed Financial Statements

(Unaudited)

 

A summary of restricted stock activity is as follows:

 

     Number of
shares
 

Balance at December 31, 2012

     341,550   

Vested

     (29,500

Forfeited

     (1,800
  

 

 

 

Balance at June 30, 2013

     310,250   
  

 

 

 

 

  (e) Warrants

For charitable purposes, on December 23, 2003, the Company granted warrants to a local university for 70,000 shares of Series B convertible preferred Stock at a price of $3.57 per share with an original expiration date of December 31, 2010. In January 2011, the Company extended the term to December 31, 2015 at the same price. As of June 30, 2013, all warrants remain outstanding.

 

(9) Commitments and Contingencies

Guarantees and Indemnifications

In the ordinary course of business, the Company enters into agreements, such as lease agreements, licensing agreements, clinical trial agreements, and certain services agreements, containing standard guarantee and / or indemnifications provisions. Additionally, the Company has indemnified its directors and officers to the maximum extent permitted under the laws of the State of Delaware.

 

(10) Subsequent Events

 

  (a) Agreement with Spriaso, LLC

On July 23, 2013, the Company entered into a license and a service agreement with Spriaso, LLC (“Spriaso”), a related-party that is expected to be initially majority-owned by the current directors of Lipocine Inc. and their affiliates. Under the license agreement, The Company assigned and transferred to Spriaso all of the Company’s rights, title and interest in its intellectual property to develop products for the cough and cold field. In addition, Spriaso received all rights and obligations under the Company’s product development agreement with Nexgen. In exchange, the Company will receive a royalty of 20 percent of the net proceeds received by Spriaso, up to a maximum of $10 million. Spriaso also granted back to the Company an exclusive license to such intellectual property to develop products outside of the cough and cold field. Under the service agreement, the Company will provide facilities and up to 10 percent of the services of certain employees to Spriaso for a period of up to 18 months. The Company may provide additional services to be charged at cost to Spriaso. Spriaso may file its first NDA prior to the Company filing its first NDA and as an affiliated entity it will use up the one-time waiver for user fees for a small business submitting its first human drug application to the FDA.

 

  (b) Merger Agreement

On July 24, 2013, Marathon Bar Corp. (“Marathon Bar”), a Delaware corporation and MBAR Acquisition Corp. (“Merger Sub”), a wholly owned subsidiary of Marathon Bar, and Lipocine Inc. (“Lipocine”), a privately held company incorporated in Delaware, executed an Agreement and Plan of Merger (“Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub merged with and into Lipocine and Lipocine was the surviving entity.

 

  (c) Sale of Common Stock

On July 30, 2013, the Company received approximately $38.0 million aggregate gross proceeds from the issuance and sale of common stock to certain accredited investors.

 

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