Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-239817
PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 17, 2020)
INNOVATION PHARMACEUTICALS INC.
5,089 Shares of Series B-2 5% Convertible Preferred
Stock
Warrants to Purchase Up To 10,178 Shares of Series B-2 5%
Convertible Preferred Stock
Pursuant to this prospectus supplement and the accompanying
prospectus, we are offering 5,089 shares of our Series B-2 5%
convertible preferred stock, which we refer to as our Series B-2
preferred stock, together with warrants to purchase up to 10,178
shares of our Series B-2 preferred stock in two closings. This
prospectus supplement also covers the shares of our Series B-2
preferred stock issuable upon exercise of the warrants and payment
of in-kind dividends on the Series B-2 preferred stock, and the
shares of Class A common stock, par value $0.0001 per share, which
we refer to as our common stock, issuable from time to time upon
conversion of the Series B-2 preferred stock.
Each share of Series B-2 preferred stock has an initial stated
value of $1,080 and may be converted at any time at the holder’s
option into shares of our common stock at a conversion price equal
of the lower of (i) $0.35 per share on or before August 15, 2021,
and $0.50 per share thereafter, and (ii) 85% of the lowest volume
weighted average price of our common stock as reported on Bloomberg
L.P. on a trading day during the ten trading days prior to and
ending on, and including, the conversion date. The conversion price
may be adjusted following certain triggering events and is subject
to appropriate adjustment in the event of stock splits, stock
dividends, recapitalization or similar events affecting our common
stock.
Each share of Series B-2 preferred stock will be sold together with
two warrants: (i) a Series 1 warrant, which will entitle the holder
thereof to purchase one share of our Series B-2 preferred stock at
$982.50 per share, or 5,089 shares of our Series B-2 preferred
stock in the aggregate for approximately $5.0 million in aggregate
exercise price, for a period of up to 18 months following issuance,
and (ii) a Series 2 warrant, which will entitle the holder thereof
to purchase one share of our Series B-2 preferred stock at $982.50
per share, or 5,089 shares of our Series B‑2 preferred stock in the
aggregate for approximately $5.0 million in aggregate exercise
price, for a period of up to 24 months following issuance.
Our common stock is currently quoted on the OTCQB under the symbol
“IPIX.” On December 1, 2020, the last reported sales price of our
common stock on the OTCQB was $0.17 per share. There is no
established public trading market for our Series B-2 preferred
stock or the warrants and we do not expect a market to develop. In
addition, we do not intend to apply for listing our Series B-2
preferred stock or the warrants on any national securities exchange
or any other nationally recognized trading system.
Investing in our securities involves a high degree of risk.
You should read “Risk Factors” beginning on page S-4 of this
prospectus supplement and the reports we file with the Securities
and Exchange Commission (the “SEC”) pursuant to the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), incorporated
by reference in this prospectus supplement, to read about factors
to consider before purchasing our securities.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
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Per
share
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Total
|
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Public offering
price
|
|
$ |
982.50 |
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|
$ |
4,999,942.50 |
|
Proceeds, before
expenses, to us
|
|
$ |
982.50 |
|
|
$ |
4,999,942.50 |
|
The date of this prospectus supplement is December 9, 2020.
TABLE
OF CONTENTS
Prospectus Supplement
Prospectus
We have not authorized anyone to provide you with
information different from that contained or incorporated by
reference in this prospectus supplement, the accompanying
prospectus or any free writing prospectus we prepare or authorize,
and we do not take any responsibility for any other information
that others may give you. This prospectus supplement is not an
offer to sell, nor is it a solicitation of an offer to buy, the
securities in any jurisdiction where the offer or sale is not
permitted. You should not assume that the information contained in
this prospectus supplement, the accompanying prospectus or any free
writing prospectus is accurate as of any date other than the date
on the front cover of those documents, or that the information
contained in any document incorporated by reference is accurate as
of any date other than the date of the document incorporated by
reference, regardless of the time of delivery of this prospectus
supplement or any sale of a security. Our business, financial
condition, results of operations and prospects may have changed
since those dates.
ABOUT THIS PROSPECTUS
SUPPLEMENT
This prospectus supplement and the accompanying prospectus are part
of a registration statement on Form S-3 (File No. 333-239817) that
we filed with the Securities and Exchange Commission (the “SEC”)
and that was declared effective by the SEC on July 17, 2020. Under
this shelf registration process, we may, from time to time, offer
common stock, preferred stock, warrants and units, of which this
offering is a part.
This document is in two parts. The first part is this prospectus
supplement, which describes the terms of this offering and also
adds, updates and changes information contained in the accompanying
prospectus and the documents incorporated herein by reference. The
second part is the accompanying prospectus, which provides more
general information about our common stock and other securities. To
the extent that the information contained in this prospectus
supplement conflicts with any information in the accompanying
prospectus or any document incorporated by reference, the
information in this prospectus supplement shall control. The
information in this prospectus supplement may not contain all of
the information that is important to you. You should read this
entire prospectus supplement, the accompanying prospectus and the
documents incorporated by reference carefully before deciding
whether to invest in our securities.
You should rely only on the information contained or incorporated
by reference in this prospectus supplement and the accompanying
prospectus, along with the information contained in any free
writing prospectus that we have authorized for use in connection
with this offering. If the description of the offering varies
between this prospectus supplement and the accompanying prospectus,
you should rely on the information in this prospectus supplement.
We have not authorized anyone to provide you with different or
additional information. You should assume that the information
appearing in this prospectus supplement, the accompanying
prospectus, the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus, and in any
free writing prospectus that we have authorized for use in
connection with this offering is accurate only as of the respective
dates of those documents. Our business, financial condition,
results of operations and prospects may have changed since those
dates.
We further note that the representations, warranties and covenants
made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference in this prospectus
supplement or the accompanying prospectus were made solely for the
benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such
agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations,
warranties and covenants were accurate only as of the date when
made; therefore, such representations, warranties and covenants
should not be relied on as accurate representations of the current
state of our affairs.
References to the “Company,” “Innovation Pharmaceuticals,” “IPIX,”
“we,” “our” and “us” in this prospectus supplement are to
Innovation Pharmaceuticals Inc., a Nevada corporation, and its
consolidated subsidiaries, unless the context otherwise requires.
This document includes trade names and trademarks of other
companies. All such trade names and trademarks appearing in this
document are the property of their respective holders.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the
documents we have incorporated by reference contain forward-looking
statements within the meaning of the federal securities laws that
involve risks and uncertainties that could cause actual results to
differ materially from projections or estimates contained herein or
therein. Forward-looking statements convey our current expectations
or forecasts of future events. We intend such forward-looking
statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.
All statements other than statements of historical fact are
“forward-looking statements” for purposes of these provisions.
Statements that include the use of terminology such as “may,”
“will,” “expects,” “believes,” “plans,” “estimates,” “potential,”
or “continue,” or the negative thereof or other and similar
expressions are forward-looking statements. In addition, in some
cases, you can identify forward-looking statements by words or
phrases such as “trend,” “potential,” “opportunity,” “believe,”
“comfortable,” “expect,” “anticipate,” “current,” “intention,”
“estimate,” “position,” “assume,” “outlook,” “continue,” “remain,”
“maintain,” “sustain,” “seek,” “achieve,” and similar
expressions.
These forward-looking statements include, but are not limited to,
any statements regarding our future financial performance, results
of operations or sufficiency of capital resources to fund our
operating requirements; statements relating to potential licensing,
partnering or similar arrangements concerning our drug compounds;
statements concerning our future drug development plans and
projected timelines for the initiation and completion of
preclinical and clinical trials; the potential for the results of
ongoing preclinical or clinical trials; other statements regarding
our future product development and regulatory strategies, including
with respect to specific indications such as, among others,
COVID-19; and any other statements which are other than statements
of historical fact and any statement of assumptions underlying any
of the foregoing are forward-looking statements. The
forward-looking statements in this prospectus supplement, the
accompanying prospectus and the documents we have incorporated by
reference speak only as of the date hereof (or thereof, as
applicable), and caution should be taken not to place undue
reliance on any such forward-looking statements, which are
qualified in their entirety by this cautionary statement.
Forward-looking statements are subject to numerous assumptions,
events, risks, uncertainties and other factors, including those
that may be outside of our control and that change over time. As a
result, actual results and/or the timing of events could differ
materially from those expressed in or implied by the
forward-looking statements and future results could differ
materially from historical performance. Such assumptions, events,
risks, uncertainties and other factors include, among others, those
described under the section herein entitled “Risk Factors” and
elsewhere in this prospectus supplement and the accompanying
prospectus, as well as in reports and documents we file with the
SEC and include, without limitation, the following:
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our ability to continue
as a going concern and our capital needs;
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our ability to fund and
successfully progress internal research and development
efforts;
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our ability to create
effective, commercially-viable drugs;
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our ability to
effectively and timely conduct clinical trials;
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our ability to
ultimately distribute our drug candidates;
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our ability to achieve
certain future regulatory, development and commercialization
milestones under our license agreement with Alfasigma S.p.A.;
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the development of
treatments or vaccines relating to the COVID-19 pandemic by other
entities;
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compliance with
regulatory requirements; and
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·
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other risks referred to
in the section of this prospectus supplement entitled “Risk
Factors” and in the SEC filings incorporated by reference in this
prospectus supplement.
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All forward-looking statements included in this document are made
as of the date hereof, based on information available to us as of
the date hereof, and we assume no obligation to update any
forward-looking statements, except as may be required by applicable
law.
PROSPECTUS SUPPLEMENT
SUMMARY
This summary highlights certain information about Innovation
Pharmaceuticals Inc., this offering and information appearing
elsewhere in this prospectus supplement, in the accompanying
prospectus and in the documents we incorporate by reference. This
summary is not complete and does not contain all of the information
that you should consider before making an investment decision. To
fully understand this offering and its consequences to you, you
should read this entire prospectus supplement and the accompanying
prospectus carefully, including the factors described under the
heading “Risk Factors” in this prospectus supplement beginning on
page S-4 and page 1 of the accompanying prospectus, together with
any free writing prospectus we have authorized for use in
connection with this offering and the financial statements and all
other information incorporated by reference in this prospectus
supplement and the accompanying prospectus. Unless otherwise
indicated, “common stock” means our Class A common stock, par value
$0.0001 per share.
Innovation
Pharmaceuticals Inc. Overview
We are a clinical stage biopharmaceutical company developing
innovative therapies with dermatology, oncology, anti-inflammatory
and antibiotic applications. We own the rights to numerous drug
compounds, including Brilacidin, our lead drug in a new class of
compounds called defensin-mimetics, and Kevetrin
(thioureidobutyronitrile), our lead anti-cancer compound.
The Company was incorporated as Econoshare, Inc. on August 1, 2005
in the State of Nevada. On December 6, 2007, the Company acquired
Cellceutix Pharma, Inc., a privately owned corporation formed under
the laws of the State of Delaware on June 20, 2007. Following the
acquisition, the Company changed its name to Cellceutix
Corporation. Effective June 5, 2017, the Company amended its
Articles of Incorporation and changed its name from Cellceutix
Corporation to Innovation Pharmaceuticals Inc.
Our principal executive offices are located at 301 Edgewater Place
- Suite 100, Wakefield, MA 01880, and our telephone number is (978)
921-4125. Our website is www.ipharminc.com. The
information contained on or that can be accessed through our
website (other than the specified SEC filings incorporated by
reference in this prospectus supplement) is not incorporated in,
and is not a part of, this prospectus supplement or the
accompanying prospectus, and you should not rely on any such
information in connection with your investment decision to purchase
our securities.
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The
Offering
The following summary is provided solely for your convenience
and is not intended to be complete. You should read the full text
and more specific details contained elsewhere in this prospectus
supplement and the accompanying prospectus. For a more detailed
description of our common stock, see “Description of Our Capital
Stock” in the accompanying prospectus.
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Issuer
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Innovation
Pharmaceuticals Inc.
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Securities offered by us
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5,089 shares of our
Series B-2 preferred stock and warrants to purchase 10,178 shares
of our Series B-2 preferred stock, along with the shares of our
Series B-2 preferred stock issuable upon exercise of the warrants
and payment of in-kind dividends on the Series B-2 preferred stock,
and the shares of our common stock issuable from time to time upon
conversion of the Series B-2 preferred stock.
Each share of Series
B-2 preferred stock will be sold together with two warrants: (i) a
Series 1 warrant, which will entitle the holder thereof to purchase
one share of our Series B-2 preferred stock at $982.50 per share,
or 5,089 shares of our Series B-2 preferred stock in the aggregate
for approximately $5.0 million, for a period of up to 18 months
following issuance, and (ii) a Series 2 warrant, which will entitle
the holder thereof to purchase one share of our Series B-2
preferred stock at $982.50 per share, or 5,089 shares of our Series
B-2 preferred stock in the aggregate for approximately $5.0
million, for a period of up to 24 months following issuance.
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Shares of Class A common stock to be
outstanding after this offering
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Up to 470.1 million
shares assuming sale of 15,267 shares of Series B-2 preferred stock
and conversion of such shares of Series B-2 preferred stock into
114.1 million shares of our Class A common stock at a conversion
price of $0.1445 per share, which is 85% the closing price of our
common stock on the OTCQB on December 1, 2020. Actual shares issued
will vary, among other things, depending on the conversion price of
our Series B-2 preferred stock.(1)
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Shares of Series B-2 preferred stock to be
outstanding after this offering
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5,089 shares, or 15,267
shares if the warrants are exercised in full.
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Use of proceeds
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We intend to use the
net proceeds from this offering primarily for general working
capital purposes. Accordingly, we will retain broad discretion over
how these offering proceeds are used. See “Use of Proceeds” on page
S-5.
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OTCQB symbol
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IPIX
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No Market for Series B-2 preferred stock or
warrants
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There is no established
public trading market for our Series B-2 preferred stock or the
warrants, and we do not expect any such market to develop. In
addition, we do not intend to apply for listing of the Series B-2
preferred stock or the warrants on any national securities exchange
or other nationally recognized trading system.
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Risk factors
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An investment in our
securities involves risks, and prospective investors should
carefully consider the matters discussed under “Risk Factors”
beginning on page S-4 of this prospectus supplement and the reports
we file with the SEC pursuant to the Securities Exchange Act of
1934, as amended, incorporated by reference in this prospectus
supplement and the accompanying prospectus before making an
investment in our securities.
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_____________
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(1)
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The number of shares of
common stock to be outstanding after this offering is based on
356.0 million shares of Class A common stock outstanding as of
November 12, 2020 and excludes approximately 24.2 million shares
issuable as of September 30, 2020 upon the exercise of outstanding
incentive stock options, the vesting of restricted stock units, and
the conversion of amounts outstanding under a convertible loan held
by the Company’s Chief Executive Officer.
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RISK
FACTORS
An investment in our securities involves a high degree of risk.
Before making an investment decision, you should consider carefully
the risks discussed under the sections captioned “Risk Factors” set
forth in the documents and reports filed by us with the SEC, that
are incorporated by reference into this prospectus supplement,
including in our most recent Annual Report on Form 10-K, as revised
or supplemented by our most recent Quarterly Reports on Form 10-Q,
each of which are on file with the SEC and are incorporated herein
by reference, as well as any risks described in our other filings
with the SEC, before deciding whether to buy our securities. Our
business, financial condition or results of operations could be
materially adversely affected by any of these risks. The trading
price of our securities could decline due to any of these risks,
and you may lose all or part of your investment. In addition,
please read “Cautionary Note Regarding Forward-Looking Statements”
in this prospectus supplement, where we describe additional
uncertainties associated with our business and the forward-looking
statements included or incorporated by reference in this prospectus
supplement. Please note that additional risks not presently known
to us or that we currently deem immaterial may also impair our
business and operations.
Our Series B-2 preferred stock converts into shares of
common stock at a discount to the market price of our common stock.
As a result, our common stockholders will experience substantial
additional dilution when shares of our Series B-2 preferred stock
are converted into common stock.
Our Series B-2 preferred stock may be converted at any time at the
holder’s option into shares of our common stock at a conversion
price equal of the lower of (i) $0.35 per share on or before August
15, 2021, and $0.50 per share thereafter, and (ii) 85% of the
lowest volume weighted average sale prices of our Class A common
stock as reported on Bloomberg L.P. on a trading day during the ten
trading days prior to and ending on, and including, the conversion
date. In addition, the conversion price may be decreased following
certain triggering events. As a result, the number of shares of
common stock that the holders of our Series B-2 preferred stock
will receive upon conversion will increase as our common stock
price decreases, and there is no floor to the conversion price, and
our common stockholders will experience substantial dilution as
shares of our Series B-2 Preferred Stock offered hereby are
converted into our common stock. Any dilution or potential dilution
may cause our stockholders to sell their shares, which may
contribute to a downward movement in the stock price of our common
stock.
Management will have broad discretion as to the use of
the proceeds from this offering, and we may not use the proceeds
effectively.
Our management will have broad discretion in the application of the
proceeds from sales of our securities in this offering, and could
spend the proceeds in ways that do not improve our results of
operations or enhance the value of our common stock. Our failure to
apply these funds effectively could have a material adverse effect
on our business and cause the price of our common stock to
decline.
In addition to potential dilution associated with
future fundraising transactions, we currently have significant
numbers of securities outstanding that are exercisable for our
common stock, which could result in significant additional dilution
and downward pressure on our stock price.
As of November 12, 2020, there were 356.0 million shares of our
common stock outstanding. In addition, as of September 30, 2020
there were outstanding stock options, restricted stock units and a
convertible note representing the potential issuance of
approximately an additional 24.2 million shares of our common
stock. The issuance of these shares in the future would result in
significant dilution to our current stockholders and could
adversely affect the price of our common stock and the terms on
which we could raise additional capital. In addition, the issuance
and subsequent trading of shares could cause the supply of our
common stock available for purchase in the market to exceed the
purchase demand for our common stock. Such supply in excess of
demand could cause the market price of our common stock to
decline.
The Company has no history of paying dividends on its
common stock, and we do not anticipate paying dividends in the
foreseeable future.
The Company has not previously paid dividends on its common stock.
We currently anticipate that we will retain all of our available
cash, if any, for use as working capital and for other general
corporate purposes. Any payment of future dividends will be at the
discretion of our Board of Directors and will depend upon, among
other things, our earnings, financial condition, capital
requirements, level of indebtedness, statutory and contractual
restrictions applicable to the payment of dividends and other
considerations that our Board of Directors deems relevant.
Investors must rely on sales of their common stock after price
appreciation, which may never occur, as the only way to realize a
return on their investment.
There is no public market for the Series B-2 preferred
stock or the warrants being offered in this
offering.
There is no established public trading market for our Series B-2
preferred stock or the warrants being offered in this offering, and
we do not expect a market to develop. In addition, we do not intend
to apply for listing of our Series B-2 preferred stock or the
warrants on any national securities exchange or other nationally
recognized trading system. Without an active market, the liquidity
of our Series B-2 preferred stock and the warrants will be
limited.
Holders of our Series B-2 preferred stock and the
warrants will have no rights as a holder of our common stock until
such holders convert their Series B-2 preferred stock and exercise
their warrants, as applicable, and acquire our common
stock.
Until holders of our Series B-2 preferred stock and warrants
acquire shares of our common stock upon conversion of the Series
B-2 preferred stock or exercise of the warrants and conversion of
the resulting shares of Series B-2 preferred stock, as applicable,
holders of Series B-2 preferred stock and warrants will have no
rights with respect to the shares of our common stock underlying
such shares of Series B-2 preferred stock and warrants, except as
set forth in the related certificate of designation. Upon
conversion of the Series B-2 preferred stock or exercise of the
warrants and conversion of the resulting shares of Series B-2
preferred stock, as applicable, the holders thereof will be
entitled to exercise the rights of a holder of our common stock
only as to matters for which the record date occurs after the
exercise date.
USE OF
PROCEEDS
We estimate the net proceeds of the Series B-2 preferred stock and
warrants sold by us in this offering, excluding the proceeds, if
any, from the exercise of the warrants, after deducting estimated
offering expenses payable by us, will be approximately $4.9
million. We cannot predict when or if the warrants will be
exercised, and it is possible that the warrants may expire and
never be exercised. We intend to use the net proceeds from this
offering for general working capital purposes. The amounts and
timing of expenditures will depend on a number of factors, such as
the timing, scope, progress and results of our research and
development efforts, the timing and progress of any partnering
efforts, and the competitive environment for our product
candidates. As of the date of this prospectus supplement, we cannot
specify with certainty the particular uses of the proceeds from
this offering. Accordingly, we will retain broad discretion over
the use of such proceeds. Until we use the proceeds for any
purpose, we expect to invest them in short-term investments.
DILUTION
Our net tangible book value as September 30, 2020 was approximately
$3.4 million, or $0.01 per share. We calculate net tangible book
value per share by dividing the net tangible book value, which is
tangible assets less total liabilities, by the number of
outstanding shares of our common stock. Dilution per share of our
common stock to investors in this offering represents the
difference between the assumed amount paid per share of our common
stock underlying the Series B-2 preferred stock (attributing no
value to the warrants in this offering) and the assumed net
tangible book value per share of our common stock following the
completion of this offering.
After giving effect to the sale of 5,089 shares of our Series B-2
preferred stock for net proceeds of approximately $4.9 million
after deducting estimated offering expenses payable by us, and
assuming a conversion price of $0.14 per share, which was 85% of
the closing price of our common stock on December 1, 2020, our as
adjusted net tangible book value as of September 30, 2020 would
have been approximately $8.3 million, or $0.02 per share of common
stock. This represents an immediate increase in net tangible book
value of $0.01 per share to existing stockholders and assumed
immediate dilution in net tangible book value of $0.12 per share to
investors participating in this offering. The following table
illustrates this dilution on a per share basis:
Assumed average
conversion price
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$ |
0.14 |
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Net tangible book value
per share as of September 30, 2020
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$ |
0.01 |
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Increase per share
attributable to the offering
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$ |
0.01 |
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As adjusted net tangible book value per share
as of September 30, 2020, after giving effect to this offering
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$ |
0.02 |
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Dilution per share to
new investors
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$ |
0.12 |
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The foregoing dilution information assumes a conversion price for
the Series B-2 preferred stock equal to 85% of the closing price of
our common stock on December 1, 2020 and is based on 349.0 million
shares of our common stock outstanding as of September 30, 2020.
The actual price at which investors convert their Series B-2
preferred stock may be higher or lower than this assumed price and
our total shares may continue to change, and is expected to
continue to change. An increase of $0.05 per share in the
conversion price would result in approximately the same adjusted
net tangible book value per share after the offering and would
increase the dilution in net tangible book deficit per share to new
investors in this offering to $0.17 per share, after deducting
estimated aggregate offering expenses payable by us. This
information is supplied for illustrative purposes only.
The foregoing table and discussion is based on 349.0 million shares
of common stock outstanding as of September 30, 2020 and excludes
approximately 24.2 million shares issuable as of September 30, 2020
upon the exercise of outstanding incentive stock options, the
vesting of restricted stock units, and the conversion of amounts
outstanding under a convertible loan held by the Company’s Chief
Executive Officer.
DESCRIPTION OF
SECURITIES
In this offering, we are offering 5,089 shares of our Series B-2
preferred stock and warrants to purchase 10,178 shares of our
Series B-2 preferred stock, as well as the shares of Series B-2
preferred stock issuable upon exercise of the warrants and payment
of in-kind dividends on the Series B-2 preferred stock, and the
shares of common stock that are issuable from time to time upon
conversion of such Series B-2 preferred stock.
There is no established public trading market for our Series B-2
preferred stock or the warrants, and we do not expect any such
market to develop. In addition, we do not intend to apply for
listing of our Series B-2 preferred stock or the warrants on any
national securities exchange or other nationally recognized trading
system.
Description of Class A Common Stock
The material terms and provisions of our Class A common stock are
described under the caption “Description of Our Capital Stock”
starting on page 2 of the accompanying prospectus.
Description of Series B-2 Preferred Stock
The following is a summary of certain terms and provisions of the
Certificate of Designation of Preferences, Rights and Limitations
of Series B-2 5% Convertible Preferred Stock (the “Certificate of
Designation”) establishing the rights and preferences of the Series
B-2 preferred stock offered in this offering. The description of
the Series B-2 preferred stock contained herein does not purport to
be complete and is qualified in its entirety by reference to the
Certificate of Designation, which will be filed as an exhibit to a
Current Report on Form 8-K to be filed with the SEC by us in
connection with this offering.
General
Our Amended and Restated Articles of Incorporation authorizes our
Board of Directors to issue up to 10,000,000 shares of preferred
stock, par value $0.001 per share, of which no shares are issued
and outstanding.
Subject to the limitations prescribed by our Articles of
Incorporation, our Board is authorized to establish the number of
shares constituting each series of preferred stock and to fix the
designation, powers, preferences and relative participating,
optional and other rights of each of those series and the
qualifications, limitations and restrictions of each of those
series, all without any further vote or action by our stockholders.
Our Board has designated 20,000 of the 10,000,000 authorized shares
of preferred stock as Series B-2 5% Convertible Preferred Stock.
When sold, issued and paid for in accordance with the terms of the
Securities Purchase Agreement (as defined below), the shares of
Series B-2 preferred stock will be validly issued, fully paid and
non-assessable.
Voluntary Conversions by Holders
Each holder of Series B-2 preferred stock may, at any time, elect
to convert shares of Series B-2 preferred stock into shares of our
common stock at the conversion price, subject to certain beneficial
ownership volume limitations described below. The number of shares
into which each share of Series B-2 preferred stock is determined
by dividing the then stated value of the share of Series B-2
preferred stock by the conversion price. The conversion price is
defined as lower of (i) $0.35 per share on or before August 15,
2021, and $0.50 per share thereafter (the “Set Conversion Price”),
and (ii) 85% of the lowest volume weighted average sales price of
the Class A Common Stock as reported on Bloomberg L.P. at 4:02 p.m.
(New York City time) on a trading day during the ten trading days
prior to and ending on, and including, the conversion date. The
conversion price is subject to appropriate adjustment in the event
of stock splits, stock dividends, recapitalization or similar
events affecting our common stock. In addition, upon the occurrence
of a triggering event (as defined below), the variable conversion
rate will drop to 70% in (ii) above, and the Set Conversion Price
could be adjusted downward under certain circumstances. In
addition, in the event we issue dilutive securities within five
trading days after a holder’s conversion of Series B-2 preferred
stock into common stock, we will issue additional shares of common
stock to such holder as provided in the Certificate of
Designation.
Fundamental Transactions
In the event we effect certain mergers, consolidations, sales of
substantially all of our assets, tender or exchange offers,
reclassifications or share exchanges in which our common stock is
effectively converted into or exchanged for other securities, cash
or property, or we consummate a business combination in which
another person acquires 50% or more of the outstanding shares of
our common stock, then, upon any subsequent conversion of the
Series B-2 preferred stock, the holders of such Series B-2
preferred stock will have the right to receive any shares of the
successor or acquiring corporation and any additional consideration
it would have been entitled to receive if it had been a holder of
the number of shares of common stock then issuable upon conversion
in full (including accrued but unpaid dividends thereon) of the
Series B-2 preferred stock immediately prior to any of the
foregoing transactions.
In addition, we have agreed to have any successor entity in any of
the foregoing transactions in which we are not the surviving entity
to assume in writing all of our obligations under the Certificate
of Designation.
Limitations on Conversion and Issuance
The Series B-2 preferred stock may not be converted and shares of
our common stock may not be issued under the Certificate of
Designation with respect to such Series B-2 preferred stock if,
after giving effect to the conversion or issuance, a holder
together with its affiliates would beneficially own in excess of
9.99% of the outstanding shares of our common stock.
The holders of the Series B-2 preferred stock are limited in the
amount of stated value of the Series B-2 preferred stock they can
convert on any trading day. The conversion cap limits conversions
by the holders to the greater of $75,000 and an amount equal to 30%
of the aggregate dollar trading volume of our common stock on our
primary trading market for the five trading days immediately
preceding, and including, the conversion date. However, the
conversion cap will be increased if the trading volume in the first
30 minutes of any trading session exceeds certain trailing average
daily volume amounts.
Dividends
Holders of the Series B-2 preferred stock are entitled to receive,
and we shall pay, cumulative dividends at a rate per share of 5%
per annum (calculated quarterly as a percentage of the stated value
per share for each quarterly period). Unless we elect to pay
dividends in cash, dividends on a share of Series B-2 preferred
stock will increase such share of Series B-2 preferred stock’s
stated value and will be payable on each dividend payment date
(plus two trading days or standard settlement period, whichever is
shorter).
If at any time while the Series B-2 preferred stock is outstanding,
we make distributions of rights, cash or other assets to holders of
our common stock, the holders of the Series B-2 preferred stock
will be entitled to participate in such distribution, on a per
share basis, as if the shares of Series B-2 preferred stock were
converted into shares of common stock (without regard to any
beneficial ownership limitation) at the time of payment of such
distribution.
Liquidation Preference
Upon our liquidation, dissolution or winding up, the holders of the
Series B-2 preferred stock shall be entitled to receive out of our
assets, whether capital or surplus, an amount equal to such
holder’s then stated value for each share of Series B-2 Preferred
Stock before any distribution to the holders of our common stock or
other junior securities. If there are insufficient assets to pay in
full such amounts, then the available assets shall be ratably
distributed to the holders of the Series B-2 preferred stock in
accordance with the respective amounts that would be payable on
such shares if all amounts payable thereon were paid in full.
Redemption Rights
Shares of Series B-2 preferred stock are not otherwise entitled to
any redemption rights, or mandatory sinking fund or analogous fund
provisions, other than as set forth under “Triggering Events”
below. Following 90 days after the second closing, the Company may
elect to redeem the Series B-2 preferred stock for 120% of the
aggregate stated value then outstanding, plus all accrued but
unpaid dividends and all liquidated damages and other amounts due
in respect of the Series B-2 preferred stock. The Company’s right
to redeem the Series B-2 preferred stock is contingent upon it
having complied with a number of conditions, including compliance
with its obligations under the Certificate of Designation.
Voting Rights; Negative Covenants
Shares of Series B-2 preferred stock will generally have no voting
rights, except as required by law and except that the Company shall
not, without the consent of the holders of a majority of the then
outstanding shares of the Series B-2 Preferred Stock:
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alter or change
adversely the powers, preferences or rights given to the Series B-2
preferred stock or alter or amend the Certificate of
Designation;
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authorize or create or
issue any class of stock ranking as to dividends, redemption or
distribution of assets upon a liquidation senior to, or otherwise
pari passu with, the Series B-2 preferred stock;
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amend its Articles of
Incorporation or other charter documents in any manner that
adversely affects any rights of the holders of the Series B-2
preferred stock;
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increase the number of
authorized shares of Series B-2 preferred stock; or
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enter into any
agreement with respect to any of the foregoing.
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In addition, so long as any shares of Series B-2 preferred stock
are outstanding, the Company may not, without the consent of at 67%
of the stated value of the then outstanding shares of Series B-2
preferred stock:
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amend the Company’s
charter documents, including, without limitation, its articles of
incorporation and bylaws, in any manner that materially and
adversely affects any rights of the holders of the Series B-2
preferred stock;
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repay, repurchase or
offer to repay, repurchase or otherwise acquire more than a de
minimis number of shares of its common stock or other junior
securities, subject to certain exceptions;
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pay cash dividends or
distributions on its common stock or other junior securities;
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enter into any
transaction with any affiliate which would be required to be
disclosed in any public filing with the SEC, unless such
transaction is made on an arm’s-length basis and expressly approved
by a majority of the Company’s disinterested directors; or
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enter into any
agreement with respect to any of the foregoing.
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Triggering Events
Upon the occurrence of certain triggering events, the conversion
price will decrease as specified under “Voluntary Conversions by
Holders” above and the holders of the Series B-2 preferred stock
will have the right to require the Company to redeem the preferred
stock at a price equal to the greater of (i) 120% of the aggregate
stated value then outstanding and (ii) the product of the volume
weighted average price on the trading day immediately preceding the
date of the triggering event and the stated value divided by the
then conversion price, plus in either case all accrued but unpaid
dividends thereon and all liquidated damages and other costs,
expenses or amounts due in respect of the preferred stock. Each of
the following would constitute a triggering event if the holders of
a majority of the Series B-2 preferred stock did not otherwise
consent:
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(i)
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if the Company fails to
provide at all times a registration statement that permits the
Company to issue shares of common stock upon conversion of the
Series B-2 preferred stock or warrants, subject to a grace period
of 20 calendar days in the aggregate in any 365-day period, or if
the Company cannot issue shares of common stock under Section
3(a)(9) of the Securities Act of 1933, as amended;
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(ii)
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the Company fails to
deliver common stock issuable upon a conversion prior to the
seventh trading day after such shares are required to be delivered,
or the Company provides written notice that it does not intend to
comply with requests for conversion of shares of the Series B-2
preferred stock;
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(iii)
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the Company fails to
pay the amount of cash due pursuant to a buy-in (as specified in
the Certificate of Designation) within five calendar days after
notice;
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(iv)
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the occurrence of an
authorized share failure (as defined in the Securities Purchase
Agreement);
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(v)
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the Company fails to
take certain actions to maintain the effectiveness of a Form S-3
registration statement relating to the securities;
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(vi)
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the Company fails to
observe or perform other covenants, agreements or warranties in the
Securities Purchase Agreement, Certificate of Designation and other
transaction documents and such failure or breach is not cured
within 30 calendar days after the date of such failure or
breach;
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(vii)
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the Company redeems
more a de minimis number of junior securities, subject to
certain exceptions;
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(viii)
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the Company is party to
a change of control transaction or a fundamental transaction (each
as defined in the Certificate of Designation);
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(ix)
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the occurrence of a
bankruptcy event involving the Company;
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(x)
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our common stock fails
to be listed or quoted for trading on certain specific trading
markets for more than five trading days;
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(xi)
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any monetary judgment,
writ or similar final process is entered or filed against the
Company, any subsidiary or their property or assets for more than
$250,000, and such judgment, writ or similar final process remains
unvacated, unbonded or unstayed for a period of 60 calendar
days;
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(xii)
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the electronic transfer
of our common stock through the Depository Trust Company or another
established clearing corporation is no longer available or is
subject to a “chill”;
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(xiii)
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notice of any
litigation or arbitration against the Company or a subsidiary that
relates to outstanding accounts payable in an amount that exceeds
$500,000 and such litigation or arbitration remains unvacated,
unbonded and unstayed for a period of 45 days; or
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(xiv)
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the Company fails to
file a Form 8-K disclosing the number of issued and outstanding
shares within five trading days of a request under the Securities
Purchase Agreement.
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No Exchange Listing of Preferred Shares
We do not plan on making an application to list the Series B-2
Preferred Stock on any national securities exchange or other
nationally recognized trading system. Our common stock issuable
upon conversion of shares of Series B-2 preferred stock is quoted
on the OTCQB.
Description of Warrants
The following is a summary of certain terms and provisions of the
warrants offered in this offering. The description of the warrants
contained herein does not purport to be complete and is qualified
in its entirety by reference to the form of warrant which will be
filed as an exhibit to a Current Report on Form 8-K to be filed
with the SEC by us in connection with this offering.
Exercisability, Exercise Price and Term
Each share of Series B-2 preferred stock will be sold together with
two warrants: (i) a Series 1 warrant, which will entitle the holder
thereof to purchase one share of our Series B-2 preferred stock at
$982.50 per share, or 5,089 shares of our Series B-2 preferred
stock in the aggregate for approximately $5.0 million, for a period
of up to 18 months following issuance, and (ii) a Series 2 warrant,
which will entitle the holder thereof to purchase one share of our
Series B-2 preferred stock at $982.50 per share, or 5,089 shares of
our Series B-2 preferred stock in the aggregate for approximately
$5.0 million, for a period of up to 24 months following issuance.
The terms of the warrants are subject to extension if we do not
have sufficient authorized shares for the issuance of the
underlying securities or we do not have an effective registration
statement for the issuance of such shares.
Following exercise of a warrant, the holder of the warrant may
deliver notice of conversion for the underlying Series B-2
preferred stock and receive the shares of common stock issuable
upon conversion of such Series B-2 preferred stock instead of
shares of preferred stock.
The exercise price and the number of shares issuable upon exercise
of the warrants is subject to appropriate adjustment in the event
of recapitalization events, stock dividends, stock splits, stock
combinations, reclassifications, reorganizations or similar events
affecting our common stock.
Prior to the exercise of any warrants, holders of the warrants will
not have any of the rights of holders of our Series B-2 preferred
stock or common stock.
Call Provision
Subject to the satisfaction of certain circumstances, we may call
for cancellation any or all of the warrants following 90 days after
their issuance, for a payment equal to 8% of the aggregate exercise
price of the warrants being called. The warrants subject to any
such call notice will be cancelled ten days following our payment
of the call fee, provided that the warrant holders have not
exercised the warrants prior to cancellation.
Fundamental Transactions.
In the event we effect certain mergers, consolidations, sales of
substantially all of our assets, tender or exchange offers,
reclassifications or share exchanges in which our common stock is
effectively converted into or exchanged for other securities, cash
or property, or we consummate a business combination in which
another person acquires 50% or more of the outstanding shares of
our common stock, then the holders of the warrants will be entitled
to receive upon exercise of the warrants the same kind and amount
of securities, cash or property which the holders would have
received had they exercised the warrants and converted the
underlying Series B-2 preferred stock immediately prior to such
fundamental transaction. Any successor to us or surviving entity is
required to assume the obligations under the warrants.
No Exchange Listing of Warrants
We do not plan on making an application to list the warrants on any
national securities exchange or other nationally recognized trading
system.
PLAN
OF DISTRIBUTION
We have entered into a securities purchase agreement (the
“Securities Purchase Agreement”) with an investor for the purchase
of an aggregate of 5,089 shares of our Series B-2 preferred stock
and warrants to purchase 10,178 shares of our Series B-2 preferred
stock to be delivered in two closings. An initial closing relating
to the sale of 3,053 shares of preferred stock and accompanying
warrants is expected to occur on or about December 9, 2020, and a
second closing relating to the sale of 2,036 shares of preferred
stock and accompanying warrants will occur 60 trading days
following the date of the first closing, subject to the trading
price for our common stock being greater than $0.07 per share and
the value of the daily trading volume for our common stock being
greater than $50,000, in each case for each of the ten trading days
prior to the second closing date. The Securities Purchase Agreement
contains customary representations and warranties by us and the
purchaser, and provides that the obligations of the purchaser to
purchase the securities are subject to certain customary conditions
precedent. The Securities Purchase Agreement also contains
customary prohibitions on certain Company indebtedness and provides
the purchaser with a right to participate in future equity
offerings by the Company. All of the securities sold in this
offering will be sold at the same price.
This offering is a best efforts offering being made directly by us,
without an underwriter or placement agent. We are not required to
sell any specific number or dollar amount of securities in this
offering, but will use our best efforts to sell the securities
offered. We will receive all of the proceeds from any securities
sold in this offering. We currently estimate offering expenses of
approximately $65,000, including reimbursement of legal fees and
expenses of $35,000 to the purchaser.
For the complete terms of the Securities Purchase Agreement, you
should refer to the form Securities Purchase Agreement which is to
be filed as an exhibit to a Current Report on Form 8-K filed with
the SEC in connection with this offering and is incorporated by
reference into the registration statement of which this prospectus
supplement is part.
LEGAL MATTERS
Gary R. Henrie, Esq., Alpine, Wyoming, has passed upon the validity
of the Series B-2 5% convertible preferred stock and common stock
offered hereby. Hogan Lovells US LLP has passed upon the validity
of the warrants offered hereby.
EXPERTS
The consolidated balance sheet of Innovation Pharmaceuticals Inc.
as of June 30, 2020 and 2019, the related consolidated statements
of operations, changes in stockholders’ equity (deficiency), and
cash flows for the years ended June 30, 2020 and 2019, have been
audited by Pinnacle Accountancy Group of Utah, an independent
registered public accounting firm, as stated in its report
incorporated herein by reference. Such consolidated financial
statements have been incorporated herein by reference in reliance
on the report of such firm given upon their authority as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE
INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. Our SEC filings are available to
the public from commercial retrieval services and at the website
maintained by the SEC at www.sec.gov. The reports and
other information filed by us with the SEC are also available at
our website. The address of our website is
www.ipharminc.com. Information contained on our website or
that can be accessed through our website is not incorporated by
reference into this prospectus supplement or the accompanying
prospectus.
INFORMATION INCORPORATED BY
REFERENCE
The SEC allows us to incorporate information into this prospectus
supplement “by reference,” which means that we can disclose
important information to you by referring you to another document
that we file separately with the SEC. The information incorporated
by reference is deemed to be part of this prospectus supplement,
except for any information superseded by information contained
directly in this prospectus supplement. These documents contain
important information about the Company and its financial
condition, business and results.
We are incorporating by reference the filings listed below and any
additional documents that we may file with the SEC pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, as
amended, on or after the date we file this prospectus supplement
and prior to the termination of the offering, except we are not
incorporating by reference any information furnished (but not
filed) under Item 2.02 or Item 7.01 of any Current Report on Form
8-K and corresponding information furnished under Item 9.01 as an
exhibit thereto:
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our Annual Report on
Form 10-K for the fiscal year ended June 30, 2020, filed with the
SEC on September 14, 2020;
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our Quarterly Report on
Forms 10-Q for the fiscal quarter ended September 30, 2019, filed
with the SEC on November 16, 2020;
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our Current Report on
Form 8-K filed with the SEC on August 4, 2020; and
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the description of our
common stock contained in our Form 8-A filed on April 27, 2015,
including any amendments or reports filed for the purpose of
updating the description.
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We will provide, without charge, to each person to whom a copy of
this prospectus supplement has been delivered, including any
beneficial owner, a copy of any and all of the documents referred
to herein that are summarized in this prospectus supplement, if
such person makes a written or oral request directed to:
Innovation Pharmaceuticals Inc.
301 Edgewater Place - Suite 100
Wakefield, Massachusetts 01880
(978) 921-4125
Attention: Corporate Secretary
PROSPECTUS
Innovation Pharmaceuticals Inc.
$60,000,000 of
Class A Common Stock
Preferred Stock
Warrants
Units
We may offer and sell, from time to time, in one or more offerings,
any combination of securities that we describe in this prospectus,
either individually or in units, having a total initial offering
price not exceeding $60,000,000. We may also offer shares of common
stock upon conversion of preferred stock, or common stock or
preferred stock upon the exercise of warrants.
We may sell the securities directly to you, through agents we
select, or through underwriters and dealers we select, on a
continuous or delayed basis. If we use agents, underwriters or
dealers to sell the securities, we will name them and describe
their compensation in a prospectus supplement. The price to the
public of such securities and the net proceeds we expect to receive
from such sale will also be set forth in a prospectus
supplement.
This prospectus describes some of the general terms that may apply
to these securities and the general manner in which they may be
offered. Each time we sell securities we will provide a prospectus
supplement that will contain specific information about the terms
of the securities we are offering and the specific manner in which
we will offer the securities. The prospectus supplement may add to,
update or change the information in this prospectus. You should
read this prospectus and any prospectus supplement carefully before
you invest in our securities. This prospectus may not be used to
sell securities unless accompanied by a prospectus supplement.
Our Class A common stock is currently quoted on the OTCQB under the
symbol “IPIX”.
Investing in our securities involves a high degree of risk.
See the section entitled “Risk Factors” on page 1 of this
prospectus and in the documents we filed with the Securities and
Exchange Commission that are incorporated in this prospectus by
reference for certain risks and uncertainties you should
consider.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
This prospectus is dated July 17, 2020.
TABLE OF CONTENTS
_________________
We have not authorized anyone to provide you with
information different from that contained or incorporated by
reference in this prospectus or any accompanying prospectus
supplement or free writing prospectus, and we take no
responsibility for any other information that others may give you.
This prospectus is not an offer to sell, nor is it a solicitation
of an offer to buy, the securities in any jurisdiction where the
offer or sale is not permitted. You should not assume that the
information contained in this prospectus or any prospectus
supplement or free writing prospectus is accurate as of any date
other than the date on the front cover of those documents, or that
the information contained in any document incorporated by reference
is accurate as of any date other than the date of the document
incorporated by reference, regardless of the time of delivery of
this prospectus or any sale of a security. Our business, financial
condition, results of operations and prospects may have changed
since those dates.
As permitted by the rules and regulations of the Securities and
Exchange Commission (the “SEC”), the registration statement of
which this prospectus forms a part includes additional information
not contained in this prospectus. You may read the registration
statement and the other reports we file with the SEC at the SEC’s
website as described below under the heading “Where You Can Find
More Information.” Before investing in our securities, you should
read this prospectus and any accompanying prospectus supplement or
free writing prospectus, as well as the additional information
described under “Where You Can Find More Information” and
“Documents Incorporated by Reference.”
References to the “Company,” “Innovation Pharmaceuticals,” “IPIX,”
“we,” “our” and “us” in this prospectus are to Innovation
Pharmaceuticals Inc., a Nevada corporation, and its consolidated
subsidiaries, unless the context otherwise requires.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed
with the SEC utilizing a shelf registration process. Under the
shelf registration process, we may offer, from time to time, the
securities or combinations of the securities described in this
prospectus with a total offering price of up to $60,000,000 in one
or more offerings at prices and on terms to be determined by market
conditions at the time of each offering. Unless otherwise
indicated, “common stock” means our Class A common stock, par value
$0.0001 per share.
This prospectus provides you with a general description of the
securities we may offer. Each time we offer a type or series of
securities, we will provide a prospectus supplement or free writing
prospectus that will contain specific information about the terms
of the offering.
A prospectus supplement or free writing prospectus may include a
discussion of risks or other special considerations applicable to
us or the offered securities. A prospectus supplement or free
writing prospectus may also add, update or change information
contained in this prospectus. If there is any inconsistency between
the information in this prospectus and any related prospectus
supplement or free writing prospectus, you must rely on the
information in the prospectus supplement or free writing
prospectus. Please carefully read both this prospectus and the
related prospectus supplement or free writing prospectus in their
entirety together with additional information described under the
heading “Where You Can Find More Information” in this prospectus.
This prospectus may not be used to offer or sell any securities
unless accompanied by a prospectus supplement or free writing
prospectus.
WHERE YOU CAN FIND MORE
INFORMATION
This prospectus forms part of a registration statement on Form S-3
filed by us with the SEC under the Securities Act of 1933, as
amended (the “Securities Act”). As permitted by the SEC, this
prospectus does not contain all the information set forth in the
registration statement filed with the SEC. For a more complete
understanding of this offering, you should refer to the complete
registration statement, including the exhibits thereto, on Form S-3
that may be obtained as described below. Statements contained or
incorporated by reference in this prospectus or any prospectus
supplement about the contents of any contract or other document are
not necessarily complete. If we have filed any contract or other
document as an exhibit to the registration statement or any other
document incorporated by reference in the registration statement of
which this prospectus forms a part, you should read the exhibit for
a more complete understanding of the document or matter involved.
Each statement regarding a contract or other document is qualified
in its entirety by reference to the actual document.
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to
the public from commercial retrieval services and at the website
maintained by the SEC at www.sec.gov. The reports and
other information filed by us with the SEC are also available at
our website. The address of the Company’s website is
www.ipharminc.com. Information contained on our website or
that can be accessed through our website is not incorporated by
reference into this prospectus.
DOCUMENTS INCORPORATED BY
REFERENCE
The SEC allows us to incorporate information into this prospectus
“by reference,” which means that we can disclose important
information to you by referring you to another document that we
file separately with the SEC. The information incorporated by
reference is deemed to be part of this prospectus, except for any
information superseded by information contained directly in this
prospectus. These documents contain important information about the
Company and its financial condition, business and results.
We are incorporating by reference the Company’s filings listed
below and any additional documents that we may file with the SEC
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
on or after the date hereof and prior to the termination of any
offering, except we are not incorporating by reference any
information furnished (but not filed) under Item 2.02 or Item 7.01
of any Current Report on Form 8-K and corresponding information
furnished under Item 9.01 as an exhibit thereto:
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our Annual Report on
Form 10-K for the fiscal year ended June 30, 2019, filed with the
SEC on September 30, 2019;
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our Quarterly Reports
on Forms 10-Q for the fiscal quarters ended September 30, 2019,
December 31, 2019 and March 31, 2020, filed with the SEC on
November 13, 2019, February 13, 2020 and May 14, 2020,
respectively;
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our Current Reports on
Forms 8-K filed with the SEC on July 22, 2019, September 20, 2019,
December 24, 2019 and December 26, 2019; and
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the description of our
common stock contained in our Form 8-A filed on April 27, 2015,
including any amendments or reports filed for the purpose of
updating the description.
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We will provide, without charge, to each person, including any
beneficial owner, to whom a copy of this prospectus has been
delivered a copy of any and all of the documents referred to herein
that are summarized in this prospectus, if such person makes a
written or oral request directed to:
Innovation Pharmaceuticals Inc.
301 Edgewater Place - Suite 100
Wakefield, MA 01880
(978) 921-4125
Attention: Corporate Secretary
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement or free
writing prospectus, and the documents we have incorporated by
reference contain forward-looking statements within the meaning of
the federal securities laws that involve risks and uncertainties
that could cause actual results to differ materially from
projections or estimates contained herein. Forward-looking
statements convey our current expectations or forecasts of future
events. We intend such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact are
“forward-looking statements” for purposes of these provisions.
Statements that include the use of terminology such as “may,”
“will,” “expects,” “believes,” “plans,” “estimates,” “potential,”
or “continue,” or the negative thereof or other and similar
expressions are forward-looking statements. In addition, in some
cases, you can identify forward-looking statements by words or
phrases such as “trend,” “potential,” “opportunity,” “believe,”
“comfortable,” “expect,” “anticipate,” “current,” “intention,”
“estimate,” “position,” “assume,” “outlook,” “continue,” “remain,”
“maintain,” “sustain,” “seek,” “achieve,” and similar
expressions.
These forward-looking statements include, but are not limited to,
any statements regarding our future financial performance, results
of operations or sufficiency of capital resources to fund our
operating requirements; statements relating to potential licensing,
partnering or similar arrangements concerning our drug compounds;
statements concerning our future drug development plans and
projected timelines for the initiation and completion of
preclinical and clinical trials; the potential for the results of
ongoing preclinical or clinical trials; other statements regarding
our future product development and regulatory strategies, including
with respect to specific indications such as, among others,
COVID-19; and any other statements which are other than statements
of historical fact and any statement of assumptions underlying any
of the foregoing are forward-looking statements. The
forward-looking statements in this prospectus, in any related
prospectus supplement or free writing prospectus and in any
incorporated documents speak only as of the date hereof (or
thereof, as applicable), and caution should be taken not to place
undue reliance on any such forward-looking statements, which are
qualified in their entirety by this cautionary statement.
Forward-looking statements are subject to numerous assumptions,
events, risks, uncertainties and other factors, including those
that may be outside of our control and that change over time. As a
result, actual results and/or the timing of events could differ
materially from those expressed in or implied by the
forward-looking statements and future results could differ
materially from historical performance. Such assumptions, events,
risks, uncertainties and other factors include, among others, those
described under the section herein entitled “Risk Factors” and
elsewhere in this prospectus or in any related prospectus
supplement or free writing prospectus, as well as in reports and
documents we file with the SEC and include, without limitation, the
following:
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our ability to continue
as a going concern and our capital needs;
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our ability to fund and
successfully progress internal research and development
efforts;
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our ability to create
effective, commercially-viable drugs;
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our ability to
effectively and timely conduct clinical trials;
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our ability to
ultimately distribute our drug candidates;
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our ability to achieve
certain future regulatory, development and commercialization
milestones under our license agreement with Alfasigma S.p.A.;
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the development of
treatments or vaccines relating to the COVID-19 pandemic by other
entities;
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compliance with
regulatory requirements; and
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other risks referred to
in the section of this prospectus entitled “Risk Factors” and in
the SEC filings incorporated by reference in this prospectus.
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All forward-looking statements included in this document are made
as of the date hereof, based on information available to us as of
the date hereof, and we assume no obligation to update any
forward-looking statements, except as may be required by applicable
law.
RISK FACTORS
An investment in our securities involves a high degree of risk. In
addition to all of the other information contained or incorporated
by reference into this prospectus and the accompanying prospectus
supplement, you should carefully consider the risk factors
incorporated by reference from our most recent Annual Report on
Form 10-K, as updated by our subsequent filings under the Exchange
Act, including Forms 10-Q and 8-K, and the risk factors contained
or incorporated by reference into the accompanying prospectus
supplement before acquiring any of the securities. The risks
described in these documents are not the only ones we face, but
those that we consider to be material. There may be other unknown
or unpredictable economic, business, competitive, regulatory or
other factors that could have material adverse effects on our
future results. If any of these risks actually occurs, our
business, financial condition or results of operations could be
harmed. This could cause the trading price of our common stock to
decline, resulting in a loss of all or part of your investment.
Please also read carefully the section above titled “Cautionary
Note Regarding Forward-Looking Statements.”
ABOUT THE COMPANY
We are a clinical stage biopharmaceutical company developing
innovative therapies with dermatology, oncology, anti-inflammatory
and antibiotic applications. We own the rights to numerous drug
compounds, including Brilacidin, our lead drug in a new class of
compounds called defensin-mimetics, and Kevetrin
(thioureidobutyronitrile), our lead anti-cancer compound.
The Company was incorporated as Econoshare, Inc. on August 1, 2005
in the State of Nevada. On December 6, 2007, the Company acquired
Cellceutix Pharma, Inc., a privately owned corporation formed under
the laws of the State of Delaware on June 20, 2007. Following the
acquisition, the Company changed its name to Cellceutix
Corporation. Effective June 5, 2017, the Company amended its
Articles of Incorporation and changed its name from Cellceutix
Corporation to Innovation Pharmaceuticals Inc.
Our principal executive offices are located at 301 Edgewater Place
- Suite 100, Wakefield, MA 01880, and our telephone number is (978)
921-4125. Our website is www.ipharminc.com. The
information contained on or that can be accessed through our
website (other than the specified SEC filings incorporated by
reference in this prospectus) is not incorporated in, and is not a
part of, this prospectus, and you should not rely on any such
information in connection with your investment decision to purchase
our securities.
USE
OF PROCEEDS
Unless otherwise specified in the applicable prospectus supplement,
we intend to use the net proceeds from the sale of the securities
described in this prospectus for general corporate and operations
purposes. The applicable prospectus supplement will provide more
details on the use of proceeds of any specific offering.
DILUTION
We will set forth in a prospectus supplement and/or a free writing
prospectus the following information, as required, regarding any
dilution of the equity interests of investors purchasing securities
in an offering under this prospectus:
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the net tangible book
value per share of our equity securities before and after the
offering;
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the amount of the
change in such net tangible book value per share attributable to
the cash payments made by purchasers in the offering; and
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the amount of the
immediate dilution from the public offering price which will be
absorbed by such purchasers.
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DESCRIPTION OF OUR CAPITAL
STOCK
The following summary describes the material terms of our capital
stock and is subject to, and qualified in its entirety by, our
Amended and Restated Articles of Incorporation and Amended and
Restated Bylaws that are included as exhibits to certain of the
documents incorporated by reference herein and by the provisions of
applicable Nevada law. We refer you to the foregoing documents and
to Nevada law for a detailed description of the provisions
summarized below.
Common Stock
We are authorized to issue 600,000,000 shares of Class A common
stock, par value $0.0001 per share, and 100,000,000 Class B common
stock, par value $0.0001 per share. As of July 7, 2020, there were
328,317,492 shares of our Class A common stock outstanding and
1,818,180 shares of our Class B common stock outstanding. Leo
Ehrlich, our Chief Executive Officer, holds all of the outstanding
shares of Class B common stock and a vested option to purchase
16,181,820 shares of Class B common stock.
Holders of shares of our Class A common stock are entitled to cast
one vote on all matters submitted to a vote of the stockholders for
each share of Class A common stock held, and holders of shares of
our Class B common stock are entitled to cast ten votes on all
matters submitted to a vote of the stockholders for each share of
Class B common stock held. Subject to any limitations provided by
law, the holders of shares of our Class A common stock and Class B
common stock vote together as a single class, together with the
holders of any shares of the preferred stock which are entitled to
vote, and not as a separate class. None of our capital stock has
cumulative voting rights, and accordingly the holders of a majority
of the voting power entitled to vote in any election of directors
can elect all of the directors standing for election.
The holders of shares of our Class B common stock at their election
have the right, at any time or from time to time, to convert any or
all of their shares of Class B common stock into shares of Class A
common stock, on a one for one basis, by delivery to the Company of
the certificates representing such shares of Class B common stock
duly endorsed for such conversion. Any shares of the Class B common
stock that are transferred will automatically convert into shares
of the Class A Common Stock, on a one to one basis, effective as of
the date on which certificates representing such shares are
presented for transfer on the books of the Company. The Board of
Directors of the Company has sole discretion to issue the Class B
common stock.
Subject to preferences that may be applicable to any then
outstanding preferred stock, holders of Class A common stock and
Class B common stock are entitled to receive ratably those
dividends, if any, as may be declared from time to time by the
board of directors out of legally available funds. In the event of
our liquidation, dissolution or winding up, holders of Class A
common stock and Class B common stock will be entitled to share
ratably in the net assets legally available for distribution to
stockholders after the payment of all of our debts and other
liabilities and the satisfaction of any liquidation preference
granted to the holders of any outstanding shares of preferred
stock.
Holders of Class A common stock and Class B common stock do not
have preemptive or conversion rights or other subscription rights,
other than the conversion rights of the Class B common stock
described above, and there are no redemption or sinking fund
provisions applicable to the Class A common stock or Class B common
stock. All outstanding shares of Class A common stock and Class B
common stock are, and the shares of Class A common stock offered by
us in any offering utilizing this prospectus, when issued and paid
for, will be fully paid and nonassessable. The rights, preferences
and privileges of the holders of Class A common stock and Class B
common stock are subject to, and may be adversely affected by, the
rights of the holders of shares of any series of preferred stock
which we may designate in the future.
Preferred Stock
We are authorized to issue up to 10,000,000 shares of preferred
stock in one or more series, with such designations, preferences
and relative, participating, option and other special rights,
qualifications, limitations or restrictions as determined by our
board of directors, without any further vote or action by our
stockholders, including dividend rights, conversion rights, voting
rights, redemption rights and terms of redemption and liquidation
preferences.
As of July 7, 2020, there were no shares of preferred stock issued
or outstanding. On May 9, 2012, our board of directors designated
an aggregate of 500,000 shares of preferred stock as Series A
Convertible Preferred Stock, of which no shares are currently
issued or outstanding. On October 5, 2018, our board of directors
designated an aggregate of 20,000 shares of preferred stock as
Series B Convertible Preferred Stock, of which no shares are
currently issued or outstanding.
Our board of directors may fix the number of shares constituting
any series and the designations of these series by adopting a
certificate of designation relating to each series including, but
not limited to:
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the maximum number of
shares in the series and the distinctive designation thereof;
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the terms on which
dividends will be paid, if any;
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the terms on which the
shares will be redeemed, if at all;
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the liquidation
preference, if any;
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the terms of any
retirement or sinking fund for the purchase or redemption of the
shares of the series;
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the terms and
conditions, if any, on which the shares of the series will be
convertible into, or exchangeable for, shares of any other class or
classes of capital stock;
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the voting rights, if
any, on the shares of the series;
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any securities exchange
or market on which the shares will be listed; and
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any other preferences
and relative, participating, operation or other special rights or
qualifications, limitations or restrictions of the shares.
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Our issuance of preferred stock may have the effect of delaying or
preventing a change in control. Our issuance of preferred stock
could decrease the amount of earnings and assets available for
distribution to the holders of Class A and Class B common stock or
could adversely affect the rights and powers, including voting
rights, of the holders of Class A and Class B common stock. The
issuance of preferred stock could have the effect of decreasing the
market price of our Class A and Class B common stock.
Certain Anti-Takeover Effects
Certain provisions of our Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws may be deemed to have
an anti-takeover effect.
Advance Notice Requirements for Stockholder Proposals and
Director Nominations. Our Amended and Restated Bylaws provide
advance notice procedures for stockholders seeking to bring
business before meetings of our stockholders or to nominate
candidates for election as directors at our stockholder meetings
and specify certain requirements regarding the form and content of
a stockholder’s notice. These provisions might preclude our
stockholders from bringing matters before our stockholder meetings
or from making nominations for directors at our stockholder
meetings if the proper procedures are not followed.
Additional Authorized Shares of Capital Stock. The
additional shares of authorized common stock and preferred stock
available for issuance under our Amended and Restated Articles of
Incorporation could be issued at such times, under such
circumstances and with such terms and conditions as to impede a
change in control.
Effect of Preferred Stock. Our board of directors is
authorized to approve the issuance of preferred stock without
stockholder approval and to determine the number of shares, the
designations and the relative preferences, rights, restrictions and
qualifications of any class or series of preferred stock. As a
result, our board of directors could, without stockholder approval,
authorize the issuance of preferred stock with voting, dividend,
redemption, liquidation, sinking fund, conversion and other rights
that could proportionately reduce, minimize or otherwise adversely
affect the voting power and other rights of holders of capital
stock or other classes or series of preferred stock or that could
have the effect of delaying, deferring or preventing a change in
control.
DESCRIPTION OF
WARRANTS
We may issue warrants for the purchase of Class A common stock or
preferred stock in one or more series. We may issue warrants
independently or together with common stock or preferred stock, and
the warrants may be attached to or separate from these securities.
While the terms summarized below will apply generally to any
warrants that we may offer, we will describe the particular terms
of any series of warrants in more detail in the applicable
prospectus supplement. The terms of any warrants offered under a
prospectus supplement may differ from the terms described
below.
We will file as exhibits to the registration statement of which
this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of warrant agreement,
including a form of warrant certificate, that describes the terms
of the particular series of warrants we are offering before the
issuance of the related series of warrants. The following summaries
of material provisions of the warrants and the warrant agreements
are subject to, and qualified in their entirety by reference to,
all the provisions of the warrant agreement and warrant certificate
applicable to the particular series of warrants that we may offer
under this prospectus. We urge you to read the applicable
prospectus supplements related to the particular series of warrants
that we may offer under this prospectus, as well as any related
free writing prospectuses, and the complete warrant agreements and
warrant certificates that contain the terms of the warrants.
General
We will describe in the applicable prospectus supplement the terms
of the series of warrants being offered, including:
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the offering price and
aggregate number of warrants offered;
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the currency for which
the warrants may be purchased;
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if applicable, the
designation and terms of the securities with which the warrants are
issued and the number of warrants issued with each such security or
each principal amount of such security;
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if applicable, the date
on and after which the warrants and the related securities will be
separately transferable;
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the number of shares of
common stock or preferred stock purchasable upon the exercise of
one warrant and the price at which these shares may be purchased
upon such exercise;
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the effect of any
merger, consolidation, sale or other disposition of our business on
the warrant agreements and the warrants;
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the terms of any rights
to redeem or call the warrants;
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any provisions for
changes to or adjustments in the exercise price or number of
securities issuable upon exercise of the warrants;
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the dates on which the
right to exercise the warrants will commence and expire;
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the manner in which the
warrant agreements and warrants may be modified;
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a discussion of any
material or special United States federal income tax consequences
of holding or exercising the warrants;
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the terms of the
securities issuable upon exercise of the warrants; and
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any other specific
terms, preferences, rights or limitations of or restrictions on the
warrants.
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Before exercising their warrants, holders of warrants will not have
any of the rights of holders of the securities purchasable upon
such exercise, including the right to receive dividends, if any,
or, payments upon our liquidation, dissolution or winding up or to
exercise voting rights, if any.
Exercise of Warrants
Each warrant will entitle the holder to purchase the securities
that we specify in the applicable prospectus supplement at the
exercise price that we describe in the applicable prospectus
supplement. Unless we otherwise specify in the applicable
prospectus supplement, holders of the warrants may exercise the
warrants at any time up to the specified time on the expiration
date that we set forth in the applicable prospectus supplement.
After the close of business on the expiration date, unexercised
warrants will become void.
Holders of the warrants may exercise the warrants by delivering the
warrant certificate representing the warrants to be exercised
together with specified information, and paying the required amount
to the warrant agent or the Company in immediately available funds,
as provided in the applicable prospectus supplement. We will set
forth on the reverse side of the warrant certificate and in the
applicable prospectus supplement the information that the holder of
the warrant will be required to deliver to the warrant agent.
Upon receipt of the required payment and the warrant certificate
properly completed and duly executed at the corporate trust office
of the warrant agent or any other office indicated in the
applicable prospectus supplement, we will issue and deliver the
securities purchasable upon such exercise. If fewer than all of the
warrants represented by the warrant certificate are exercised, then
we will issue a new warrant certificate for the remaining amount of
warrants. If we so indicate in the applicable prospectus
supplement, holders of the warrants may surrender securities as all
or part of the exercise price for warrants.
Governing Law
Unless we provide otherwise in the applicable prospectus
supplement, the warrants and warrant agreements will be governed by
and construed in accordance with the laws of the State of New
York.
Enforceability of Rights by Holders of
Warrants
Each warrant agent will act solely as our agent under the
applicable warrant agreement and will not assume any obligation or
relationship of agency or trust with any holder of any warrant. A
single bank or trust company may act as warrant agent for more than
one issue of warrants. A warrant agent will have no duty or
responsibility in case of any default by us under the applicable
warrant agreement or warrant, including any duty or responsibility
to initiate any proceedings at law or otherwise, or to make any
demand upon us. Any holder of a warrant may, without the consent of
the related warrant agent or the holder of any other warrant,
enforce by appropriate legal action its right to exercise, and
receive the securities purchasable upon exercise of, its
warrants.
DESCRIPTION OF UNITS
The following description, together with the additional information
we may include in any applicable prospectus supplements, summarizes
the material terms and provisions of the units that we may offer
under this prospectus. While the terms summarized below will apply
generally to any units that we may offer, we will describe the
particular terms of any series of units in more detail in the
applicable prospectus supplement. If we indicate in the prospectus
supplement, the terms of any units offered under that prospectus
supplement may differ from the terms described below. Specific unit
agreements will contain additional important terms and provisions
and will be incorporated by reference as an exhibit to the
registration statement that includes this prospectus.
We may issue units composed of one or more of the other securities
described in this prospectus in any combination. Each unit will be
issued so that the holder of the unit is also the holder of each
security included in the unit. Thus, the holder of a unit will have
the rights and obligations of a holder of each included security.
The unit agreement under which a unit is issued may provide that
the securities included in the unit may not be held or transferred
separately, at any time or at any time before a specified date.
The applicable prospectus supplement may describe:
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the designation and
terms of the units and of the securities comprising the units,
including whether and under what circumstances those securities may
be held or transferred separately;
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any provisions for the
issuance, payment, settlement, transfer or exchange of the units or
of the securities comprising the units;
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the terms of the unit
agreement governing the units;
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United States federal
income tax considerations relevant to the units; and
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whether the units will
be issued in fully registered or global form.
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The provisions described in this section, as well as those
described under “Description of Our Capital Stock” and “Description
of Warrants” will apply to each unit, as applicable, and to any
Class A common stock, preferred stock and warrant included in each
unit, as applicable.
The name and address of any unit agent for any units we offer will
be set forth in the applicable prospectus supplement. Each unit
agent will act solely as our agent under the applicable unit
agreement and will not assume any obligation or relationship of
agency or trust with any holder of any unit. A single bank or trust
company may act as unit agent for more than one series of units. A
unit agent will have no duty or responsibility in case of any
default by us under the applicable unit agreement or unit,
including any duty or responsibility to initiate any proceedings at
law or otherwise, or to make any demand upon us. Any holder of a
unit may, without the consent of the related unit agent or the
holder of any other unit, enforce by appropriate legal action its
rights as holder under any security included in the unit.
PLAN OF DISTRIBUTION
We may sell the securities described in this prospectus on a
continuous or delayed basis directly to purchasers, through
underwriters, broker-dealers or agents that may receive
compensation in the form of discounts, concessions or commissions
from us or the purchasers of the securities, in “at the market
offerings” within the meaning of Rule 415(a)(4) of the Securities
Act, to or through a market maker or into an existing trading
market, on an exchange, or otherwise or through a combination of
any such methods of sale. Discounts, concessions or commissions as
to any particular underwriter, broker-dealer or agent may be in
excess of those customary in the types of transactions
involved.
The securities may be sold from time to time in one or more
transactions at fixed prices, which may be changed from time to
time, at prevailing market prices at the time of sale, at varying
prices determined at the time of sale or at negotiated prices.
These sales may be effected in transactions, which may involve
crosses or block transactions:
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on any national
securities exchange or quotation service on which the securities
may be listed or quoted at the time of sale, including, as of the
date of this prospectus, the OTCQB in the case of our common
stock;
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in the over-the-counter
market;
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in transactions
otherwise than on these exchanges or services or in the
over-the-counter market; or
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through the writing of
options, whether the options are listed on an options exchange or
otherwise.
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Each time that we use this prospectus to sell our securities, we
shall also provide a prospectus supplement. For each series of
securities, the applicable prospectus supplement will set forth the
terms of the offering including:
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the public offering
price;
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the name or names of
any underwriters, dealers or agents;
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the purchase price of
the securities;
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the proceeds from the
sale of the securities to us;
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any underwriting
discounts, agency fees, or other compensation payable to
underwriters or agents;
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any discounts or
concessions allowed or reallowed or repaid to dealers; and
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the securities
exchanges on which the securities will be listed, if any.
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If we use underwriters in the sale of securities, the securities
will be acquired by the underwriters for their own account. The
underwriters may then resell the securities in one or more
transactions at a fixed public offering price or at varying prices
determined at the time of sale or thereafter. The securities may be
either offered to the public through underwriting syndicates
represented by managing underwriters, or directly by underwriters.
The obligations of the underwriters to purchase the securities will
be subject to certain conditions. The underwriters will be
obligated to purchase all the securities offered if they purchase
any securities. The public offering price and any discounts or
concessions allowed or re-allowed or paid to dealers may be changed
from time to time.
If we use dealers in the sale of securities, we will sell
securities to such dealers as principals. The dealers may then
resell the securities to the public at varying prices to be
determined by such dealers at the time of resale. We may solicit
offers to purchase the securities directly, and we may sell the
securities directly to institutional or other investors, who may be
deemed underwriters within the meaning of the Securities Act with
respect to any resales of those securities. The terms of these
sales will be described in the applicable prospectus supplement. If
we use agents in the sale of securities, unless otherwise indicated
in the prospectus supplement, they will use their reasonable best
efforts to solicit purchases for the period of their appointment.
Unless otherwise indicated in a prospectus supplement, if we sell
directly, no underwriters, dealers or agents would be involved. We
will not make an offer of securities in any jurisdiction that does
not permit such an offer.
We may grant underwriters who participate in the distribution of
securities an option to purchase additional securities to cover
overallotments, if any, in connection with the distribution. Any
underwriter may engage in overallotment, stabilizing transactions,
short covering transactions and penalty bids in accordance with SEC
orders, rules and regulations and applicable law. To the extent
permitted by applicable law and SEC orders, rules and regulations,
an overallotment involves sales in excess of the offering size,
which create a short position. Stabilizing transactions permit bids
to purchase the underlying security so long as the stabilizing bids
do not exceed a specified maximum. To the extent permitted by
applicable law and SEC orders, rules and regulations, short
covering transactions involve purchases of the common stock in the
open market after the distribution is completed to cover short
positions. Penalty bids permit the underwriters to reclaim a
selling concession from a dealer when the common stock originally
sold by the dealer is purchased in a covering transaction to cover
short positions. Those activities may cause the price of the common
stock to be higher than it would otherwise be. If commenced, the
underwriters may discontinue any of the activities at any time.
Underwriters, dealers and agents that participate in any
distribution of securities may be deemed to be underwriters as
defined in the Securities Act. Any discounts, commissions or profit
they receive when they resell the securities may be treated as
underwriting discounts and commissions under the Securities Act.
Only underwriters named in the prospectus supplement are
underwriters of the securities offered in the prospectus
supplement. We may have agreements with underwriters, dealers and
agents to indemnify them against certain civil liabilities,
including certain liabilities under the Securities Act, or to
contribute with respect to payments that they may be required to
make.
We may authorize underwriters, dealers or agents to solicit offers
from certain institutions whereby the institution contractually
agrees to purchase the securities from us on a future date at a
specific price. This type of contract may be made only with
institutions that we specifically approve. Such institutions could
include banks, insurance companies, pension funds, investment
companies and educational and charitable institutions. The
underwriters, dealers or agents will not be responsible for the
validity or performance of these contracts.
Each series of securities will be a new issue of securities. Our
Class A common stock is traded on the OTCQB under the symbol
“IPIX”. Unless otherwise specified in the applicable prospectus
supplement, our securities (other than our common stock) will not
be listed on any exchange. It has not presently been established
whether the underwriters, if any, of the securities will make a
market in the securities. If the underwriters make a market in the
securities, such market making may be discontinued at any time
without notice.
Agents, dealers and underwriters may be entitled to indemnification
by us against certain civil liabilities, including liabilities
under the Securities Act, or to contribution with respect to
payments which the agents, dealers or underwriters may be required
to make in respect thereof. Agents, dealers or underwriters may be
customers of, engage in transactions with, or perform services for
us and our subsidiaries in the ordinary course of business.
LEGAL MATTERS
Certain legal matters in connection with the offered warrants and
units will be passed upon for us by Hogan Lovells US LLP, Denver,
Colorado. Certain legal matters with respect to the offered common
stock and preferred stock and with respect to Nevada corporate law
will be passed upon for us by Gary R. Henrie, Esq., Alpine,
Wyoming. The legality of the securities for any underwriters,
dealers or agents will be passed upon by counsel as may be
specified in the applicable prospectus supplement.
EXPERTS
The consolidated balance sheet of Innovation Pharmaceuticals Inc.
as of June 30, 2019, the related consolidated statements of
operations, changes in stockholders’ equity (deficiency), and cash
flows for the year ended June 30, 2019, have been audited by
Pinnacle Accountancy Group of Utah, an independent registered
public accounting firm, as stated in its report incorporated herein
by reference, which report contains an explanatory paragraph that
states that the Company’s losses since inception, accumulation of a
significant deficit, negative cash flows from operations and lack
of revenues raise substantial doubt about its ability to continue
as a going concern. Such consolidated financial statements have
been incorporated herein by reference in reliance on the report of
such firm given upon their authority as experts in accounting and
auditing.
The consolidated balance sheet of Innovation Pharmaceuticals Inc.
as of June 30, 2018, and the related consolidated statements of
operations, stockholders’ deficit and cash flows for the year ended
June 30, 2018 have been audited by Baker Tilly Virchow Krause, LLP,
an independent registered public accounting firm, as stated in its
report, which is incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance on the
report of such firm given upon their authority as experts in
accounting and auditing.