Notification That Quarterly Report Will Be Submitted Late (nt 10-q)

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING	OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response . . . . . . 2.50
		SEC FILE NUMBER 001-37357
		CUSIP NUMBER 45782D100

(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:_______________

PART I — REGISTRANT INFORMATION

Innovation Pharmaceuticals Inc.

Full Name of Registrant

N/A

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)

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

☒	(b)	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

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

PART III — NARRATIVE

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.

PART IV — OTHER INFORMATION

(1)

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

Leo Ehrlich		(978)		921-4125
(Name)		(Area Code)		(Telephone Number)

(2)	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

(3)	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).