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LPCN > SEC Filings for LPCN > Form 8-K/A on 5-Sep-2013All Recent SEC Filings

Show all filings for LIPOCINE INC.

Form 8-K/A for LIPOCINE INC.


5-Sep-2013

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposit


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On July 24, 2013, Marathon Bar Corp., a Delaware corporation, MBAR Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Marathon Bar, or Merger Sub, and Lipocine Operating Inc., a Delaware corporation, entered into an Agreement and Plan of Merger and Reorganization, or the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged with and into Lipocine Operating, and Lipocine Operating was the surviving corporation of the transaction, or the Merger. Following the closing of the Merger, Lipocine Operating became a wholly-owned subsidiary of Marathon Bar, with the former stockholders of Lipocine Operating owning 99.9% of the outstanding shares of common stock of the combined company.

Prior to the execution and delivery of the Merger Agreement, the board of directors of Marathon Bar approved the Merger Agreement and the transactions contemplated thereby. Similarly, the board of directors of Lipocine Operating approved the Merger Agreement. On July 24, 2013, immediately prior to the execution and delivery of the Merger Agreement, Marathon Bar amended its certificate of incorporation to change the name of Marathon Bar to "Lipocine Inc." Prior to the execution and delivery of the Merger Agreement, Lipocine had changed its name to "Lipocine Operating Inc."

The Merger closed concurrently with the execution and delivery of the Merger Agreement. Reference is hereby made to Item 2.01 regarding the completion of the Merger.

As used in this Current Report on Form 8-K, (1) all references to the "Combined Company" refer to Marathon Bar (renamed Lipocine Inc.) and its subsidiaries, including Lipocine (renamed Lipocine Operating Inc.), following the closing of the Merger, and (2) unless the context otherwise indicates or requires, all references to "we," "our" and "us" refer to the Combined Company from and after the closing of the Merger.



ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On July 24, 2013, Marathon Bar and Lipocine Operating closed the Merger. On July 24, 2013, immediately prior to the execution and delivery of the Merger Agreement, Marathon Bar amended its certificate of incorporation to effect a 100-for-1 reverse stock split, resulting in 35,000 outstanding shares of common stock and the board of directors of Marathon Bar declared a $8.00 per share cash dividend to its stockholders of record. Following the completion of the above actions, Marathon Bar repurchased 30,000 shares (on a post split basis) at a price of $1.16 per share from its principal stockholder, Israel Menahem Vizel. At the closing of the Merger, Marathon Bar issued 4,702,713 shares of common stock to the former stockholders of Lipocine Operating in exchange for all the outstanding shares of capital stock of Lipocine Operating. In addition, Marathon Bar assumed the Lipocine Operating 2011 Equity Incentive Plan and the obligation to issue shares pursuant to outstanding equity awards thereunder and pursuant to an outstanding warrant.

Background; Form 10 Information Requirements

Marathon Bar was incorporated on October 13, 2011, in the State of Delaware. A registration statement on Form S-1 (File No. 333-178230) was declared effective by the Securities and Exchange Commission, or the SEC, on February 13, 2012. In April 2012, Marathon Bar sold 5,000 shares of common stock (on a post split basis) under the Form S-1 for aggregate gross proceeds of $50,000. Prior to the Merger, Marathon Bar intended to create a fully functional website (www.m-bar.co) with updates as to health-related events to occur in Israel and post free organic recipes as a way to attract individuals to choose to purchase organic health bars. Marathon Bar secured the web domain and the current website was a template of what was expected to further develop. The website was still under construction. Marathon Bar expected to generate revenue by selling its organic health bars at local sporting events, through health stores; and over its website. In the fourth quarter of 2012, Marathon Bar completed the design of its graphic/web design materials for use as part of its advertising and promotional materials. Marathon Bar had not yet found a third party manufacturer, but has traveled to Europe to meet with potential manufacturers.

Marathon Bar is a "shell company," as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, or the Exchange Act. Accordingly, pursuant to the requirements of Item 2.01 of Form 8-K, this Item 2.01 sets forth the information that would be required if the Combined Company were filing a general form for registration of a class of securities on Form 10 under the Exchange Act, with such information reflecting the


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Combined Company and its securities upon consummation of the Merger. The Combined Company intends to carry on the business of Lipocine. As a result of closing the Merger, our executive office is the Salt Lake City, Utah office of Lipocine.

Accounting Treatment of the Merger . . .



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

Reference is made to the disclosure set forth under Item 2.01 Completion of Acquisition or Disposition of Assets of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Upon the closing of the Merger, Marathon Bar issued:

(1) 3,296,341 shares of common stock to 88 former stockholders of Lipocine Operating resident within the United States; and

(2) 1,406,372 shares of common stock to 12 former stockholders of Lipocine Operating resident outside the United States.

The issuances of the securities described in paragraph (1) were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act (or Regulation D promulgated thereunder) as a transaction by an issuer not involving any public offering. Each recipient of securities
(i) represented that such recipient was an accredited investor under Rule 501 of Regulation D or (ii) each recipient who was not an accredited investor, either alone or with a purchaser representative had such knowledge and experience in financial and business matters that they were capable of evaluating the merits and risks of the Merger, or we reasonably believed immediately prior to the closing of the Merger that such recipient comes within this description. In accordance with Rule 506, no more than 35 recipients of the securities were non-accredited investors.

The issuances of the securities described in paragraph (2) were made outside the United States pursuant to Regulation S under the Securities Act.



ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

Reference is made to the disclosure set forth under Item 2.01 Completion of Acquisition or Disposition of Assets of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.



ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

The sole director of Marathon Bar prior to the Merger, Israel Menahem Vizel, resigned as a director effective upon the closing of the Merger, and the new directors of the Combined Company, as set forth in Item 2.01 Completion of Acquisition or Disposition of Assets of this Current Report on Form 8-K, were appointed as the directors of the Combined Company. Similarly, the sole executive officer of Marathon Bar, Mr. Vizel, tendered his resignation, effective immediately upon the closing of the Merger, and the new executive officers of the Combined Company, as set forth in Item 2.01 Completion of Acquisition or Disposition of Assets of this Current Report on Form 8-K, were appointed, effective as of the closing of the Merger. For certain biographical and other information regarding the newly appointed officers and directors, and current chief executive officer and treasurer, see the disclosure under Item 2.01 Completion of Acquisition or Disposition of Assets of this Current Report on Form 8-K in the section titled "Directors and Executive Officers", which disclosure is incorporated herein by reference.



ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On July 24, 2013, immediately prior to the execution and delivery of the Merger Agreement, Marathon Bar amended its certificate of incorporation to change the name of Marathon Bar to "Lipocine Inc." and to affect a 100-for-1 reverse stock split. The amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.

On July 24, 2013, immediately following the closing of the Merger, the Combined Company amended and restated its certificate of incorporation and bylaws in their entirety. Please see the description of the amended and restated certificate of incorporation and bylaws in Item 2.01 Completion of Acquisition or Disposition of Assets of this Current Report on Form 8-K in the section titled "Anti-takeover Effects of Our Certificate of Incorporation and Bylaws"


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The amended and restated certificate of incorporation is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference. The amended and restated bylaws are filed as Exhibit 3.3 to this Current Report on Form 8-K and are incorporated herein by reference.



ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

Upon the closing of the Merger on July 24, 2013, the Combined Company ceased to be a "shell company" as defined in Rule 12b-2 of the Exchange Act. See the disclosure under Item 2.01 Completion of Acquisition or Disposition of Assets of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.



ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On July 5, 2013, stockholders holding 85% of the issued and outstanding shares of common stock of Marathon Bar executed a written consent in lieu of a meeting of the stockholders, pursuant to which the following actions were approved:

(1) the amendment and restatement of our certificate of incorporation effecting the reverse stock split and the change of our corporate name from Marathon Bar Corp. to Lipocine Inc.

On July 12, 2013, stockholders holding 85% of the issued and outstanding shares of common stock of Marathon Bar executed a written consent in lieu of a meeting of the stockholders, pursuant to which the following actions were approved:

(1) the amendment and restatement of our certificate of incorporation effecting the reverse stock split and the change of our corporate name from Marathon Bar Corp. to Lipocine Inc. with an effective date of July 24, 2013.

On July 24, 2013, stockholders holding 85% of the issued and outstanding shares of common stock of Marathon Bar executed a written consent in lieu of a meeting of the stockholders, pursuant to which the following actions were approved:

(1) the adoption and approval of the Merger, the Certificate of Merger to be filed with the Secretary of State of the State of Delaware effecting the Merger, the Merger Agreement and any and all transactions and agreements contemplated thereby;

(2) the assumption of the Lipocine Operating Inc. 2011 Equity Incentive Plan;

(3) the amendment and restatement of our certificate of incorporation; and

(4) the amendment and restatement of our bylaws.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Businesses Acquired. In accordance with Item 9.01(a), audited financial statements for the years ended December 31, 2011 and 2012 (Lipocine Inc.), are filed with this Current Report as Exhibit 99.2 and unaudited condensed financial statements for the three and six months ended June 30, 2013 and 2012 (Lipocine Inc.) are filed with this Current Report as Exhibit 99.1.

(b) Pro Forma Financial Information. In accordance with Item 9.01(b), our pro forma financial statements are filed with this Current Report as Exhibit 99.3.

(c) Shell Company Transactions. Reference is made to Items 9.01(a) and 9.01(b) and the exhibits referred to therein, which are incorporated herein by reference.

(d) Exhibits. See Exhibit Index following the signature page of this Current Report, which is incorporated by reference here.


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