Innovation Pharmaceuticals Inc (IPIX)

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Read and think about the IMPORTANT stuff:

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.


Issuer


Innovation Pharmaceuticals Inc.


Securities offered by us


Up to 500 shares of our Series B preferred stock and warrants to purchase 2,500 shares of our Series B preferred stock, along with the shares of our Series B preferred stock issuable upon exercise of the warrants and the shares of our common stock issuable from time to time upon conversion of the Series B preferred stock.


Each Series 4 warrant will entitle the holder thereof to purchase one share of our Series B preferred stock at $982.50 per share, or approximately $2.5 million in aggregate for 2,500 shares of our Series B preferred stock, for a period of up to nine months following issuance.



Shares of Class A common stock to be outstanding after this offering


Up to 202.4 million shares assuming sale of 3,000 shares of Series B preferred stock and conversion of such shares of Series B preferred stock into 10.2 million shares of our Class A common stock at a conversion price of $0.31625 per share, which is the highest conversion price provided under the Series B preferred stock and would apply based on the $0.42 per share closing price of our common stock on May 7, 2019. Actual shares issued will vary, among other things, depending on the conversion price of our Series B preferred stock.(1)


Shares of Series B preferred stock to be outstanding after this offering



500 shares, assuming the satisfaction of all of the conditions set forth in the Issuance Agreement described below, or 3,000 shares if the warrants are also exercised in full.


Use of proceeds



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.


Warrant Restructuring and Additional Issuance Agreement


On May 9, 2019, we entered into a Warrant Restructuring and Additional Issuance Agreement with the Series B holders, pursuant to which the Series B holders agreed to exercise warrants to purchase up to $2.5 million of Series B preferred stock through November 2019, subject to the conditions described therein. In addition, we agreed to issue to the Series B holders 100 shares of Series B preferred stock following the execution of the Issuance Agreement and up to an additional 400 shares of Series B preferred stock upon exercise of the warrants to purchase Series B preferred stock. We also agreed to issue warrants to purchase 2,500 shares of Series B preferred stock to the Series B holders following execution of the Issuance Agreement.



OTCQB symbol



IPIX


No Market for Series B preferred stock or warrants


There is no established public trading market for our Series B 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 preferred stock or the warrants on any national securities exchange or other nationally recognized trading system.