8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 1, 2023

INNOVATION PHARMACEUTICALS INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	001-37357	30-0565645
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

301 Edgewater Place - Suite 100 Wakefield, Massachusetts	01880
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (978) 921-4125

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered under Section 12(b) of the Exchange Act: none

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement.

On December 1, 2023, Alfasigma S.p.A. (“Alfasigma”) notified Innovation Pharmaceuticals Inc. (the “Company”) of its termination without cause of the Exclusive License Agreement between the parties dated July 18, 2019 (the “License Agreement”), which granted Alfasigma the worldwide right to develop, manufacture and commercialize locally-administered Brilacidin for the treatment of ulcerative proctitis/ulcerative proctosigmoiditis (UP/UPS). A description of the License Agreement is set forth in the Current Report on Form 8-K filed by the Company on July 22, 2019 and is incorporated herein by reference. Alfasigma terminated the License Agreement following its decision to discontinue further work under the License Agreement. On December 4, 2023, the parties entered into a mutual release relating to the License Agreement and the Company waived the 60-day notice period for terminations without cause by Alfasigma.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INNOVATION PHARMACEUTICALS INC.
Dated: December 5, 2023	By:	/s/ Leo Ehrlich
	Name:	Leo Ehrlich
	Title:	Chief Executive Officer

3

XML

Cover	Dec. 01, 2023
Cover [Abstract]
Entity Registrant Name	INNOVATION PHARMACEUTICALS INC.
Entity Central Index Key	0001355250
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Dec. 01, 2023
Entity File Number	001-37357
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	30-0565645
Entity Address Address Line 1	301 Edgewater Place
Entity Address Address Line 2	Suite 100
Entity Address City Or Town	Wakefield
Entity Address State Or Province	MA
Entity Address Postal Zip Code	01880
City Area Code	978
Local Phone Number	921-4125
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false