UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549










FORM 10-Q/A

Amendment No. 1








| | x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | - | ---------------------------------------------------------------------------------------



For Quarterly Period ended March 31,
2019



| |  ̈ | 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)








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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No   ̈



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         |  ̈
|Non-accelerated filer     | x
|Smaller reporting company | x
|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



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



|Title of each class                       | Trading Symbol(s) | Name of each exchange on which registered
|----------------------------------------- | ----------------- | -----------------------------------------
|Common Stock, par value $0.0001 per share | LPCN              | The NASDAQ Stock Market LLC              



Outstanding Shares



As of May 6, 2019, the registrant had 24,574,953
shares of common stock outstanding.


















Explanatory
Note



The purpose of this Amendment No. 1
on Form 10-Q/A to the Lipocine Inc. quarterly report on Form 10-Q for the quarter ended March 31, 2019 filed with the Securities
and Exchange Commission on May 8, 2019 (the Form 10-Q) is solely to correct the number shares of common stock outstanding on May
6, 2019 listed on the cover page.



No other changes have been made to
the Form 10-Q.  This Amendment No. 1 speaks as of the original filing date of the Form 10-Q, does not reflect events
that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the
original Form 10-Q.







SIGNATURES



Pursuant to the requirements 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: May 15, 2019 | /s/ Mahesh V. Patel                                                                                                               
|                    | Mahesh V. Patel, President and Chief
        Executive Officer
        (Principal Executive Officer)                              
|                    |                                                                                                                                   
|Dated: May 15, 2019 | /s/ Morgan R. Brown                                                                                                               
|                    | Morgan R. Brown, Executive Vice President
        and Chief Financial Officer
        (Principal Financial and Accounting Officer)