UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549








FORM 10-K/A

(AMENDMENT NO. 1)








| | x | ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017
| | - | --------------------------------------------------------------------------------------------------------------------------------

or

| | o | TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------

For the transition period from ____ to ____



Commission File Number: 001-36357








LIPOCINE INC.

(Exact name of registrant as specified
in its charter)








|Delaware                                                               | 99-0370688                               
|---------------------------------------------------------------------- | -----------------------------------------
|(State or Other Jurisdiction of
        Incorporation or Organization) | (IRS Employer
        Identification No.)
|                                                                       |                                          
|675 Arapeen Drive, Suite 202,
        Salt Lake City, Utah             | 84108                                    
|(Address of Principal Executive Offices)                               | (Zip Code)                               



801-994-7383

(Registrant’s telephone number,
including area code)



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



|Title of Each Class                       | Name of Exchange on Which Registered
|----------------------------------------- | ------------------------------------
|Common Stock, par value $0.0001 per share | The NASDAQ Stock Market LLC         



Securities registered pursuant to Section
12(g) of the Act: None








Indicate by check mark if the Registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.    Yes  o
    No  x



Indicate by check mark if the Registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act.    Yes  o
    No  x



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements
for the past 90 days.    Yes:  x No    ̈



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
Rule 405 of Regulation S-T (§220.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).    Yes  x    No   ̈



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.  o



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act (Check one):



|Large accelerated filer   |  ̈
|------------------------- | -
|Accelerated filer         | x
|Non-accelerated filer     |  ̈
|Smaller reporting company |  ̈
|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.  ̈



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x



Outstanding Shares



The aggregate market value of the common stock held by non-affiliates
of the Registrant was $78 million as of June 30, 2017. For purposes of calculating the aggregate market value of shares of our
common stock held by non-affiliates as set forth on the cover page of this Annual Report on Form 10-K, we have assumed that all
outstanding shares are held by non-affiliates, except for shares held by each of our executive officers, directors and 10% or greater
stockholders. However, this assumption should not be deemed to constitute an admission that all executive officers, directors and
10% or greater stockholders are, in fact, affiliates of our company, or that there are not other persons who may be deemed to be
affiliates of our company. Further information concerning shareholdings of our officers, directors and principal stockholders is
included or incorporated by reference in Part III, Item 12 of this Annual Report on Form 10-K.



As of March 9, 2018, the registrant had
21,264,539 shares of common stock outstanding.



DOCUMENTS INCORPORATED BY REFERENCE:



Portions of the Registrant's definitive Proxy Statement for
its 2018 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.
















EXPLANATORY NOTE



This
Amendment No. 1 to Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended December
31, 2017 filed on March 12, 2018 (the “Original 10-K”), of Lipocine Inc., a Delaware corporation (the “Company”
or “we”). We are filing this Amendment solely to correct an inadvertent error on the cover page of the Original 10-K
in which the box identifying the Company as an emerging growth company was incorrectly checked. The error has been corrected in
this Amendment by removing the checkmark from the “Emerging growth company” box on the cover page. This Amendment does
not reflect events occurring after the filing of the Original 10-K or otherwise modify or update the disclosures set forth in the
Original 10-K, including the financial statements and notes thereto included in the Original 10-K.











|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------



(a) The following documents are filed as part of this Annual
Report on Form 10-K.



1. Financial Statements.  The financial statements
listed on the accompanying Index to Consolidated Financial Statements are filed as part of this report.



2. Financial statement schedules.  There are
no financial statements schedules included because they are either not applicable or the required information is shown in the consolidated
financial statements or the notes thereto.



3. Exhibits. The following exhibits are filed or
incorporated by reference as part of this Form 10-K.





INDEX TO EXHIBITS



|Exhibit |  |                                                                                                                                                            |  | Incorporation By Reference
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------
|Number  |  | Exhibit Description                                                                                                                                        |  | Form                      
|        |  |                                                                                                                                                            |  |                           
|2.1     |  | Agreement and Plan of Merger and Reorganization, dated July 24, 2013, by and among Marathon Bar Corp., Lipocine Operating Inc., and MBAR Acquisition Corp. |  | 8-K                       
|        |  |                                                                                                                                                            |  |                           
|3.1     |  | Amended and Restated Certificate of Incorporation                                                                                                          |  | 8-K                       
|        |  |                                                                                                                                                            |  |                           
|3.2     |  | Amended and Restated Bylaws                                                                                                                                |  | 8-K                       
|        |  |                                                                                                                                                            |  |                           
|3.3     |  | Certificate of Designation of Series A Junior Participating Preferred Stock.                                                                               |  | 8-K                       
|        |  |                                                                                                                                                            |  |                           
|4.1     |  | Form of Common Stock certificate                                                                                                                           |  | 8-K                       
|        |  |                                                                                                                                                            |  |                           
|4.2     |  | Stockholder Rights Agreement dated as of November 13, 2015 by and between the Company and American Stock Transfer & Trust Company, LLC.                    |  | 8-K                       
|        |  |                                                                                                                                                            |  |                           
|10.1**  |  | Lipocine Inc. Amended and Restated 2011 Equity Incentive Plan                                                                                              |  | 8-K                       
|        |  |                                                                                                                                                            |  |                           
|10.2**  |  | Form of Stock Option Agreement and Option Grant Notice under the 2011 Equity Incentive Plan                                                                |  | 8-K                       
|        |  |                                                                                                                                                            |  |                           
|10.3**  |  | Form of Restricted Stock Award Agreement and Notice under the 2011 Equity Incentive Plan                                                                   |  | 8-K                       
|        |  |                                                                                                                                                            |  |                           
|10.4**  |  | Form of Restricted Stock Unit Agreement and Notice under the 2011 Equity Incentive Plan                                                                    |  | 10-K                      
|        |  |                                                                                                                                                            |  |                           









|10.5**  |  | Amended and Restated Lipocine Inc. 2014 Stock and Incentive Plan                                                                                                    |  | S-8 |  | 333-197421 |  | 99.1  |  | 7/15/2014
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --- |  | ---------- |  | ----- |  | ---------
|        |  |                                                                                                                                                                     |  |     |  |            |  |       |  |          
|10.6    |  | Assignment and Assumption of Lease, dated August 6, 2004, by and between Lipocine Inc. and Genta Salus LLC                                                          |  | 8-K |  | 333-178230 |  | 10.4  |  | 7/25/2013
|        |  |                                                                                                                                                                     |  |     |  |            |  |       |  |          
|10.7    |  | Second Lease Extension and Modification Agreement, dated June 21, 2011, by and between Lipocine Inc. and Paradigm Resources, L.C.                                   |  | 8-K |  | 333-178230 |  | 10.5  |  | 7/25/2013
|        |  |                                                                                                                                                                     |  |     |  |            |  |       |  |          
|10.8**  |  | Form of Indemnification Agreement by and between Lipocine Inc. and each of its directors and officers                                                               |  | 8-K |  | 333-178230 |  | 10.6  |  | 7/25/2013
|        |  |                                                                                                                                                                     |  |     |  |            |  |       |  |          
|10.9    |  | Warrant issued to University of Utah, as amended, dated December 23, 2003                                                                                           |  | 8-K |  | 333-178230 |  | 10.7  |  | 7/25/2013
|        |  |                                                                                                                                                                     |  |     |  |            |  |       |  |          
|10.10   |  | Registration Rights Agreement, dated May 25, 2004, by and between Lipocine Operating Inc. and Schwarz Pharma Limited (now UCB Manufacturing Ireland Ltd.)           |  | 8-K |  | 333-178230 |  | 10.8  |  | 7/25/2013
|        |  |                                                                                                                                                                     |  |     |  |            |  |       |  |          
|10.11   |  | Registration Rights Agreement, dated April 20, 2001, by and among Lipocine Operating Inc., Elan International Services, Ltd., and Elan Pharma International Limited |  | 8-K |  | 333-178230 |  | 10.9  |  | 7/25/2013
|        |  |                                                                                                                                                                     |  |     |  |            |  |       |  |          
|10.12   |  | Form of Securities Purchase Agreement, dated July 26, 2013                                                                                                          |  | 8-K |  | 333-178230 |  | 10.10 |  | 7/31/2013
|        |  |                                                                                                                                                                     |  |     |  |            |  |       |  |          
|10.13   |  | Form of Registration Rights Agreement, dated July 26, 2013                                                                                                          |  | 8-K |  | 333-178230 |  | 10.11 |  | 7/31/2013
|        |  |                                                                                                                                                                     |  |     |  |            |  |       |  |          
|10.14+  |  | Manufacturing Agreement, dated August 27, 2013, by and between Lipocine Inc. and Encap Drug Delivery.                                                               |  | 8-K |  | 333-178230 |  | 10.12 |  | 9/5/2013 
|        |  |                                                                                                                                                                     |  |     |  |            |  |       |  |          
|10.15** |  | Executive Employment Agreement, dated January 7, 2014, by and between Lipocine Inc. and Dr. Mahesh V. Patel                                                         |  | 8-K |  | 000-55092  |  | 10.1  |  | 1/7/2014 
|        |  |                                                                                                                                                                     |  |     |  |            |  |       |  |          
|10.16** |  | Amended and Restated Executive Employment Agreement, dated January 7, 2014, by and between Lipocine Inc. and Morgan Brown                                           |  | 8-K |  | 000-550920 |  | 10.2  |  | 1/7/2014 
|        |  |                                                                                                                                                                     |  |     |  |            |  |       |  |          
|10.17** |  | Executive Employment Agreement, dated January 7, 2014, by and between Lipocine Inc. and Gerald Simmons                                                              |  | 8-K |  | 000-55092  |  | 10.3  |  | 1/7/2014 
|        |  |                                                                                                                                                                     |  |     |  |            |  |       |  |          
|10.18** |  | Executive Employment Agreement, dated January 7, 2014, by and between Lipocine Inc. and Dr. Srinivasan Venkateshwaran                                               |  | 8-K |  | 000-55092  |  | 10.4  |  | 1/7/2014 
|        |  |                                                                                                                                                                     |  |     |  |            |  |       |  |          









|10.19** |  | Executive Employment Agreement, dated May 15, 2015, by and between Lipocine Inc. and Jyrki Mattila.                            |  | 10-Q |  | 001-36357 |  | 10.1  |  | 8/11/2015
|------- |  | ------------------------------------------------------------------------------------------------------------------------------ |  | ---- |  | --------- |  | ----- |  | ---------
|        |  |                                                                                                                                |  |      |  |           |  |       |  |          
|10.20** |  | Second Amended and Restated Lipocine Inc. 2014 Stock Incentive Plan                                                            |  | 10-Q |  | 001-36357 |  | 10.1  |  | 8/9/2016 
|        |  |                                                                                                                                |  |      |  |           |  |       |  |          
|10.21   |  | Commercial Manufacturing Services and Supply Agreement, dated March 3, 2016, by and between Lipocine Inc. and M.W. Encap Ltd.  |  | 10-Q |  | 001-36357 |  | 10.1  |  | 5/9/2016 
|        |  |                                                                                                                                |  |      |  |           |  |       |  |          
|10.22   |  | Controlled Equity OfferingSM Sales Agreement, dated March 6, 2017, by and between Lipocine Inc. and Cantor Fitzgerald & Co.    |  | 10-K |  | 001-36357 |  | 10.22 |  | 3/6/2017 
|        |  |                                                                                                                                |  |      |  |           |  |       |  |          
|10.23** |  | Second Amended and Restated Executive Employment Agreement, dated March 3, 2017, by and between Lipocine Inc. and Morgan Brown |  | 10-K |  | 001-36357 |  | 10.23 |  | 3/6/2017 
|        |  |                                                                                                                                |  |      |  |           |  |       |  |          
|10.24** |  | Executive Employment Agreement, dated March 3, 2017, by and between Lipocine Inc. and Gregory Bass.                            |  | 10-K |  | 001-36357 |  | 10.24 |  | 3/6/2017 
|        |  |                                                                                                                                |  |      |  |           |  |       |  |          
|10.25   |  | Loan and Security Agreement dated January 5, 2018                                                                              |  | 8-K  |  | 001-36357 |  | 10.1  |  | 1/9/2018 
|        |  |                                                                                                                                |  |      |  |           |  |       |  |          
|21.1    |  | Subsidiaries                                                                                                                   |  | 10-K |  | 001-36357 |  | 21.1  |  | 3/12/2018
|        |  |                                                                                                                                |  |      |  |           |  |       |  |          
|23.1    |  | Consent of KPMG                                                                                                                |  | 10-K |  | 001-36357 |  | 23.1  |  | 3/12/2018
|        |  |                                                                                                                                |  |      |  |           |  |       |  |          
|31.1*   |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                        |  |      |  |           |  |       |  |          
|        |  |                                                                                                                                |  |      |  |           |  |       |  |          
|31.2*   |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                        |  |      |  |           |  |       |  |          
|        |  |                                                                                                                                |  |      |  |           |  |       |  |          
|32.1*   |  | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.        |  |      |  |           |  |       |  |          
|        |  |                                                                                                                                |  |      |  |           |  |       |  |          
|32.2*   |  | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.        |  |      |  |           |  |       |  |          



| | * | Filed herewith
| | - | --------------



| | ** | Management contract or
compensation plan or arrangement
| | -- | -------------------------------------------------------



| | + | Confidential treatment
has been granted with respect to certain portions of this exhibit. Omitted portions have been submitted separately with the Securities
and Exchange Commission.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|                      | Lipocine Inc.                                                                                                                     
|--------------------- | ----------------------------------------------------------------------------------------------------------------------------------
|                      | (Registrant)                                                                                                                      
|                      |                                                                                                                                   
|Dated: March 12, 2018 | /s/ Morgan R. Brown                                                                                                               
|                      | Morgan R. Brown, Executive Vice President
        and Chief Financial Officer
        (Principal Financial and Accounting Officer)