Replies to post #226714 on Innovation Pharmaceuticals Inc (IPIX)

[TheHound]

that’s because it’s not addressed on the form which means nothing happens.

Not sure what happens when the registrant market cap dips below $75 million subsequent to S3 registration.

[loanranger]

Your posts have been very helpful.
Clearly I was mistaken. IPIX is free to issue all the shares subject to the current Aspire agreement and Aspire is free to sell those shares.

This issue was touched on although not fully explained in the last 10-K:
"Depending on the Company’s public float and the timing of the filing of Form S-3, the Company may not be eligible to utilize Form S-3 for future primary offerings of its securities following the expiration of its current effective shelf registration statement in November 2017."

The unmentioned contingency there was the $75M market cap which was revealed to have been met in the same filing:
"The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates on December 31, 2016 was $116,693,863 (100,598,158 shares), based on the closing price of the registrant’s common stock of $1.16."

The Company was then in a position to file a new S-3 ....actually filed on the same day as the 10-K (9/11).


"Not sure what happens when the registrant market cap dips below $75 million subsequent to S3 registration."
Perhaps it's the same question...Can any NEW agreements, should they be deemed "appropriate", be made under the existing Shelf at its sub-$75M market cap?




Sorry to those for whom I may have raised concerns about IPIX's near-term ability to raise funds. The fact that I was mistaken is regrettable but I felt that it was necessary to explore the subject. I suspect that it will be again. The closing price as of 12/29/17 was $.70 so anything less than 107M non-affiliate shares will result in a market value of those shares of less than $75M being reported in the next 10-K.
Meanwhile IPIX is free to issue shares in accordance with the current Aspire agreement and Aspire is free to sell those shares.

[loanranger]

You're probably not surprised that the language regarding the S-3 in the 10-Q confuses me. Is it your understanding that if the unaffiliated market value is <$75M when reported in the next 10K the company will not be able to issue any more shares under the existing Aspire Agreement?

After making little to no mention of the issue in the last 10-Q the company said these things in the current one:
"Pursuant to the instructions to Form S-3, if the Company’s non-affiliate market capitalization as of an applicable measurement time, such as upon the filing of the Company’s Annual Report on Form 10-K, does not equal or exceed $75 million, the Company will be unable to offer and sell securities from its effective shelf registration statement on Form S-3, and the Company will have to use a registration statement for which it is eligible, such as Form S-1, to offer and sell securities."
and
"The Company may issue securities, including shares of common stock, shares of preferred stock and stock purchase contracts through private placement transactions or registered public offerings, pursuant to its registration statement on Form S-3 filed with the SEC on September 11, 2017 and declared effective on September 21, 2017. Pursuant to the instructions to Form S-3, if the Company’s non-affiliate market capitalization as of an applicable measurement time, such as upon the filing of the Company’s Annual Report on Form 10-K, does not equal or exceed $75 million, the Company will be unable to offer and sell securities from its effective shelf registration statement on Form S-3."