Innovation Pharmaceuticals Inc (IPIX)

[loanranger]

"What's been (conveniently) left-out so far is that IPIX retains the right to repurchase all these preferred shares at a slight premium"

I guess I should apologize....there are lots of terms in the agreement and my focus was on only one of them.

There is an Optional Redemption feature.
"at any time after ninety (90) days following the scheduled date for the Second Closing Date (as defined in the Purchase Agreement), the Corporation may deliver a notice to the Holders (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding Preferred Stock, for cash in an amount equal to the Optional Redemption Amount on the twentieth (20th) day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date."

Regarding the term "ninety (90) days following the scheduled date for the Second Closing Date", the Second Closing Date is scheduled to occur on or about the first week of March. So "ninety (90) days following the scheduled date for the Second Closing Date", the first opportunity to redeem any existing outstanding Preferred would be in June.


“Optional Redemption Amount” means the sum of (a) 120% of the aggregate Stated Value then outstanding, (b) accrued but unpaid dividends and (c) all liquidated damages and other amounts due in respect of the Preferred Stock.

What's been (conveniently) left out of your post is the meaning of what you refer to as a "slight premium". It is described in the preceding paragraph as.....
"120% of the aggregate Stated Value then outstanding"

As you know the Preferred shares weren't sold at the Stated Value of $1,080 but rather at a discounted price of $982.50.
So IPIX would be buying back any Preferred shares for $1,296 each, or a premium to the purchase price of 32%.
I'm a little surprised that you would refer to 32% as a "slight premium".


There are obviously other things that I didn't explore earlier.
For example there's Item 4.17 No Indebtedness for 9 Months that prohibits the Company from borrowing any money for 9 months (or longer if trading volume is less than $20,000/day).

And there's this representation by the Company:
"Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents."

The Audit Committee Charter says "The Committee shall consist of three or more directors".
The latest 10K says "The Audit Committee consists of Dr. Barry Schechter and Dr. Zorik Spektor, each of whom is “independent” as that term is defined under the Nasdaq Listing Rules.
That is a violation of a charter document.


I didn't (conveniently) leave those thing out in my posts about this deal. I didn't notice them because I was focusing on the actual financing so I didn't mention them. I'm sure there are more. Should I look?