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LPDX > SEC Filings for LPDX > Form 8-K on 18-Mar-2013All Recent SEC Filings

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Form 8-K for LIPOSCIENCE INC


18-Mar-2013

Regulation FD Disclosure


Item 7.01. Regulation FD Disclosure.

After the close of trading on Friday, March 15, 2013, an executive officer of LipoScience, Inc. (the "Company"), after responding to a call from a securities analyst regarding recent declines in the Company's stock, communicated with three securities analysts the officer's belief regarding reasons for recent declines in the market price of the Company's common stock. The executive officer's statements indicated the Company's belief that certain of the Company's stockholders who were holders of Series A, B and C preferred stock prior to the Company's initial public offering in January 2013 had begun to sell their shares. These particular stockholders were not subject to the lockup agreement in connection with the Company's initial public offering. The executive officer noted that during the past month, and during the last two weeks in particular, the Company's in-house legal counsel had issued 12 opinion letters to the Company's transfer agent authorizing the removal of restrictive legends on the shares pursuant to Rule 144 under the Securities Act of 1933, as amended, in order to allow the shares to be released for potential resale. The Company estimated that the number of shares released from restriction thus far aggregated to between 80,000 and 100,000. In addition, the executive officer conveyed the Company's expectation that it will issue a new Rule 144 opinion covering approximately 60,000 shares in the next week that it expects to be sold shortly thereafter. The Company understands that the individual stockholder holding these shares has pledged these shares to an institution that is likely to sell them quickly. The Company believes that these sales by long-time stockholders who were not subject to lockup restrictions have put pressure on the price of its stock, particularly given its low trading volume.

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