UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K/A

 

 

AMENDMENT NO. 1 TO CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 15, 2016

 

 

UNILIFE CORPORATION

(Exact name of Registrant as Specified in Charter)

 

 

 

 

 

 

 

 

 

 

 

 

 

Delaware

 

001-34540

 

27-1049354

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

250 Cross Farm Lane, York, Pennsylvania

 

17406

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (717) 384-3400

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

 

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Explanatory Note

On December 15, 2016, Unilife Corporation (the “Company”) filed a Current Report on Form 8-K attaching remarks that were to be provided by the Company’s Chief Executive Officer following the conclusion of the Company’s annual stockholders meeting on the same day (the “Original Report”). This Current Report on Form 8-K/A amends the Original Report and is being filed solely to add forward looking statements disclosure to the Original Report which was inadvertently omitted from the Original Report. No other modifications have been made to the Original Report.

 

 

 

Item 7.01.

 

Regulation FD Disclosure.

On December 15, 2016, following the conclusion of the annual stockholders meeting of Unilife Corporation, John Ryan will provide the remarks attached to this report as Exhibit 99.1 (the “Stockholder Presentation”).

The information hereunder shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This report contains forward-looking statements. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to our management. Our management believes that these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and developments to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K, those described in the “Risk Factors” set forth in our prospectus supplement, dated as of and filed with the SEC on February 22, 2016, those described from time to time in other reports which we file with the SEC, and other risks and uncertainties including, without limitation: that the Company’s focus on wearable injector programs with key pharmaceutical customers may not be successful and/or result in the commercialization of the Company’s products.

   

 

 

Item 9.01.

Financial Statements and Exhibits.

 

 

 

(d)

Exhibits .

 

 

 

 

 

 

 

Exhibit
Number

  

Description

 

 

99.1

  

Unilife Corporation Stockholder Presentation.

 

2

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unilife Corporation

 

 

 

 

Date: December 20, 2016

 

 

 

By:

 

/s/ John Ryan

 

 

 

 

 

 

Name: John Ryan

 

 

 

 

 

 

Title:   President and Chief Executive Officer

 

3