Washington, D.C. 20549


FORM 12b-25



OMB Number: 3235-0058
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(Check one):

o Form 10-K

o Form 20-F

o Form 11-K

☒ Form 10-Q

o Form 10-D


o Form N-CEN

o Form N-CSR






For Period Ended: December 31, 2020                                           




o Transition Report on Form 10-K


o Transition Report on Form 20-F


o Transition Report on Form 11-K


o Transition Report on Form 10-Q




For the Transition Period Ended: _______________________


Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:_______________




Innovation Pharmaceuticals Inc.

Full Name of Registrant



Former Name if Applicable


301 Edgewater Place - Suite 100

Address of Principal Executive Office (Street and Number)


Wakefield, Massachusetts 01880

City, State and Zip Code


SEC 1344 (04-09)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.





PART II — RULES 12b-25(b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)




The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;





The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and






The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


Innovation Pharmaceuticals Inc. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q (the “Quarterly Report”) for the period ended December 31, 2020 (the “Reporting Period”) by the February 16, 2021 filing due date applicable to non-accelerated filers due to a delay experienced by the Registrant in preparing disclosure relating to recent developments regarding clinical trials for the Registrant’s lead drug compound, and in particular, developments on or around the filing due date relating to clinical trials in the United States and Russia. The Registrant anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing due date.





Name and telephone number of person to contact in regard to this notification


Leo Ehrlich







(Area Code)


(Telephone Number)



Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes    o No




Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes    o No




If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.




The Registrant anticipates reporting net loss for the three and six months ended December 31, 2020 of approximately $6.2 million and $7.3 million, respectively, as compared to $2.6 million and $4.2 million for the three and six months ended December 31, 2019, respectively, largely as a result of increased research and development expense (approximately $3.0 million for the three months ended December 31, 2020 compared to $0.8 million for the three months ended December 31, 2019) and increased interest expense relating to the Registrant’s preferred stock (approximately $2.7 million for the three months ended December 31, 2020 compared to $1.3 million for the three months ended December 31, 2019).





Innovation Pharmaceuticals Inc.

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date: February 17, 2021 By: /s/ Leo Ehrlich



Leo Ehrlich  
    Chief Executive Officer and Chief Financial Officer