8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 24, 2017

UNILIFE CORPORATION

(Exact name of Registrant as Specified in Charter)

Delaware	001-34540	27-1049354
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

250 Cross Farm Lane, York, Pennsylvania	17406
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (717) 384-3400

Not Applicable

(Former name or former address, if changed since last report)

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:

☐ 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))

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 1.01. Entry into a Material Definitive Agreement.

As previously reported in the Current Report on Form 8-K that Unilife Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2017, the Company and its U.S. subsidiaries, Unilife Medical Solutions, Inc. (“UMSI”) and Unilife Cross Farm, LLC (together with UMSI and the Company, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) for relief under Chapter 11 of the United States Bankruptcy Code, as amended.

On July 14, 2017, the Debtors received bids for their assets from various parties and on July 17, 2017, the Debtors held an auction with such bidders. On July 19, 2017, the Bankruptcy Court held a hearing to consider approval of asset purchase agreements (each, “Asset Purchase Agreement”) between the applicable Debtors and certain of the successful bidders, Hikma Pharmaceuticals LLC (“Hikma”), Amgen Inc. (“Amgen”) and UNL Holdings LLC (“UNL”), for the sale of substantially all assets of the Debtors (“Asset Sales”) with the Bankruptcy Court. UNL submitted its bid as a designee of ROS Acquisition Offshore LP (“ROS”). By order dated July 21, 2017, the Bankruptcy Court approved the Asset Sales pursuant to the Asset Purchase Agreements. The execution of the Asset Purchase Agreements and closing of the Asset Sales contemplated under each Asset Purchase Agreement occurred as of July 24, 2017. The Debtors received no cash consideration as a result of the Asset Sales because each of the purchasers of the assets was, or was acting on behalf of, a secured creditor of one or more of the Debtors and no such purchaser bid an amount in excess of the amount of its secured debt. The Asset Purchase Agreements are described in greater detail below.

Pursuant to the Asset Purchase Agreement effective as of July 20, 2017, between UMSI, Unitract Syringe Pty Ltd. (“Unitract”) and Hikma, Hikma (i) licensed certain intellectual property of the Debtors and Unitract and (ii) purchased certain physical assets and intellectual property of the Debtors and Unitract related to Unifill Nexus™ luer connection syringe and the components thereof and the Unifill Nexus SelectTM syringe and the components thereof in consideration of a credit bid and release of Hikma’s secured claim against such assets in the amount of $7.5 million and agreeing to certain releases in connection with certain existing agreement between the parties.

Pursuant to the Asset Purchase Agreement entered into as of July 17, 2017, by and among the Company, UMSI, the Company’s non-debtor Australian subsidiaries, Unitract and Unilife Medical Solutions Pty Limited (the “Non-Debtor Subsidiaries”), and Amgen Inc. (“Amgen”), Amgen purchased certain physical assets and intellectual property of the Debtors related to the Company’s 1mL wearable injector patents in consideration of the credit bid of the Note Obligations (as defined in the Amgen Asset Purchase Agreement) and release of the sellers from the Note Obligations in the aggregate amount of $10,000,000.

Pursuant to the Asset Purchase Agreement entered into as of July 17, 2017, by and among the Debtors, the Non-Debtor Subsidiaries and UNL Holdings LLC (“UNL”), UNL purchased the remaining physical assets and intellectual property of the Debtors and the Non-Debtor Subsidiaries in consideration of the credit bid by ROS of the Obligations (as defined in the UNL Asset Purchase Agreement) and the indebtedness from the debtor-in-possession term credit facility and release of the Debtors from the Obligations in the aggregate amount of $25,000,000.

The foregoing descriptions of the Asset Purchase Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Asset Purchase Agreements. Copies of the Asset Purchase Agreements as approved by the Bankruptcy Court can be found at http://www.omnimgt.com/cmsvol2/pub_47177/635415_286.pdf.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.01.

Item 8.01. Other Events.

The Company expects to wind down and dissolve the Debtors and Non-Debtor Subsidiaries in accordance with applicable law. In light of the consideration received, the Company expects that there will be no recovery by the Company’s stockholders after a pro rata payment to the Company’s unsecured creditors.

On May 10, 2017, the Company announced that, as a result of the bankruptcy, the Company intends to adopt a modified reporting program with respect to its reporting obligations under the federal securities laws. In lieu of filing annual reports on Form 10-K and quarterly reports on Form 10-Q, the Company has filed and intends to continue to file with the SEC a current report on Form 8-K that attaches the monthly financial reports required by the Bankruptcy Court. On July 27, 2017, the Company submitted to the Bankruptcy Court its monthly financial reports for itself and its U.S. subsidiaries for the month ended June 30, 2017 (the “Monthly Reports”). The Monthly Reports are filed as Exhibit 99.1 to this Form 8-K and are incorporated herein by this reference.

Cautionary Statement Regarding the Monthly Reports

The Monthly Reports contain financial statements and other financial information that have not been audited or reviewed by any independent public accounting firm and may be subject to future reconciliation or adjustments. The Monthly Reports are in a format prescribed by applicable bankruptcy laws and should not be used for investment purposes. The Monthly Reports may not be indicative of the Company’s financial condition or operating results. Results set forth in the Monthly Reports should not be viewed as indicative of future results.

Forward-Looking Statements

This report contains forward-looking statements. All statements that address operating performance, events or developments that the Company expects or anticipates may or will occur in the future are forward-looking statements. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to the Company’s management. The Company’s management believes that these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and developments to differ materially from the Company’s historical experience and the Company’s present expectations or projections. These risks and

uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K, those described from time to time in other reports which the Company files with the SEC, and other risks and uncertainties.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
Exhibit 99.1	Monthly Financial Report of Unilife Corporation, et al. for Month Ending June 30, 2017

SIGNATURES

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

	Unilife Corporation
Date: August 2, 2017	By:	/s/ John Ryan
		Name: John Ryan
		Title: President and Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Monthly Financial Report of Unilife Corporation, et al. for Month Ending June 30, 2017.

EX-99.1

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In re     Unilife Corporation, et al. [1]	Case No.                     17-10805
	Reporting Period: June 1 to June 30, 2017

MONTHLY OPERATING REPORT

File with Court and submit copy to United States Trustee within 20 days after end of month

Submit copy of report to any official committee appointed in the case.

		Document	Affidavit/Supplement
REQUIRED DOCUMENTS	Form No.	Attached	Attached		Footnote
Schedule of Cash Receipts and Disbursements	MOR-1	X
Bank Reconciliation (or copies of debtor’s bank reconciliations)	MOR-1a	X
Schedule of Professional Fees Paid	MOR-1b	X
Copies of bank statements				See Declaration.
Cash disbursements journals		X
Statement of Operations	MOR-2	See MOR-1.				[2]
Balance Sheet	MOR-3	X
Status of Postpetition Taxes	MOR-4	X
Copies of IRS Form 6123 or payment receipt				See Declaration.		[3]
Copies of tax returns filed during reporting period				See Declaration.		[3]
Summary of Unpaid Postpetition Debts	MOR-4	X
Listing of aged accounts payable	MOR-4	X
Accounts Receivable Reconciliation and Aging	MOR-5	X
Debtor Questionnaire	MOR-5	X

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

Signature of Debtor	Date
Signature of Joint Debtor	Date
/s/ Dennis Pyers	27 July 2017
Signature of Authorized Individual*	Date
Dennis Pyers	Interim CFO and CAO
Printed Name of Authorized Individual	Title of Authorized Individual

* Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

[1] The debtors’ names are abbreviated in this report as follows:

Unilife Corporation - UC

Unilife Medical Solutions, Inc. - UMS

Unilife Cross Farm LLC - UCF

[2] Post-petition, the Debtor began keeping its books on a cash basis. Accordingly, the Statement of Operations (MOR-2) and the Schedule of Cash Receipts and Disbursements (MOR-1) present the same information.

[3] No tax returns, including IRS Form 6123, were filed during the period.

1

In re     Unilife Corporation, et al. [1]	Case No.                     17-10805
	Reporting Period: June 1 to June 30, 2017

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

Amounts reported should be per the debtor’s books, not the bank statement. The beginning cash should be the ending cash from the prior month or, if this is the first report, the amount should be the balance on the date the petition was filed. The amounts reported in the “CURRENT MONTH - ACTUAL” column must equal the sum of the four bank account columns. The amounts reported in the “PROJECTED” columns should be taken from the SMALL BUSINESS INITIAL REPORT (FORM IR-1). Attach copies of the bank statements and the cash disbursements journal. The total disbursements listed in the disbursements journal must equal the total disbursements reported on this page. A bank reconciliation must be attached for each account. [See MOR-1 (CON’T)]

									BANK ACCOUNTS											CURRENT MONTH						CUMULATIVE FILING TO DATE
	UC								UMS						UCF					CONSOLIDATED						CONSOLIDATED
	OPERATING			OTHER		OPERATING			PAYROLL		UTILITY		OTHER		OPERATING			OTHER		ACTUAL			PROJECTED [1]			ACTUAL		PROJECTED [1]
CASH BEGINNING OF MONTH	$	205,401		$	136,162	$	2,478,924		$	0	$	39,845	$	35,278	$	(297	)	$	—	$	2,895,313		$	2,453,929		$	1,918,421	$	1,746,545
RECEIPTS
CASH SALES		—			—		—			—		—		—		—			—		—			—			—		—
ACCOUNTS RECEIVABLE		—			—		35,067			—		—		—		—			—		35,067			117,267			481,847		479,993
LOANS AND ADVANCES		1,000,000			—		—			—		—		—		—					1,000,000			1,000,000			3,500,000		3,500,000
SALE OF ASSETS		—			—		—			—		—		—		—			—		—			—			—		—
OTHER (ATTACH LIST)		0			—		65,831			—		0		—		215			—		66,046			44,128			154,770		92,652
TRANSFERS (FROM DIP ACCTS)		—			—		545,000			656,959		—		—		114			—		1,202,073			—			5,189,246		—
TOTAL RECEIPTS		1,000,000			—		645,898			656,959		0.33		—		329			—		2,303,187			1,161,395			9,325,864		4,072,645
DISBURSEMENTS
NET PAYROLL & PAYROLL TAXES		—			—		226,237			656,959		—		—		—			—		883,196			946,757			2,136,341		2,180,216
SALES, USE, & OTHER TAXES		—			—		—			—		—		—		—			—		—			—			2,000		—
INVENTORY PURCHASES		—			—		—			—		—		—		—			—		—			—			—		—
SECURED/ RENTAL/ LEASES		—			—		107,747			—		—		—		—			—		107,747			40,905			282,193		267,931
INSURANCE		—			—		17,753			—		—		—		—			—		17,753			17,753			57,600		57,075
ADMINISTRATIVE		299			—		134,576			—		—		—		—			—		134,875			231,392			238,210		478,703
SELLING		—			—		28,578			—		—		—		—			—		28,578			—			46,398		—
OTHER (ATTACH LIST)		33,693			—		46,898			—		—		—		32			—		80,624			345,683			105,311		359,097
OWNER DRAW *		—			—		—			—		—		—		—			—		—			—			—		—
TRANSFERS (TO DIP ACCTS)		545,000			—		657,073					—		—		—			—		1,202,073			—			5,189,246		—
PROFESSIONAL FEES		508,333			—		—			—		—		—		—			—		508,333			508,333			951,666		951,666
U.S. TRUSTEE QUARTERLY FEES		—			—		—			—		—		—		—			—		—			—			—		—
COURT COSTS		—			—		—			—		—		—		—			—		—			—			—		—
TOTAL DISBURSEMENTS		1,087,325			—		1,218,863			656,959		—		—		32			—		2,963,180			2,090,823			9,008,965		4,294,689
NET CASH FLOW		(87,325	)		—		(572,965	)		—		0.33		—		297			—		(659,993	)		(929,428	)		316,899		(222,044	)
(RECEIPTS LESS DISBURSEMENTS)
CASH - END OF MONTH	$	118,076		$	136,162	$	1,905,958		$	0	$	39,846	$	35,278	$	(0	)	$	—	$	2,235,320		$	1,524,501		$	2,235,320	$	1,524,501

* COMPENSATION TO SOLE PROPRIETORS FOR SERVICES RENDERED TO BANKRUPTCY ESTATE

[1] UPDATED CURRENT MONTH AND CUMMULATIVE PROJECTIONS PER SECOND AND THIRD AMENDED DIP BUDGETS (DOCKET NOS. 220 & 239)    

THE FOLLOWING SECTION MUST BE COMPLETED    

DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: (FROM CURRENT MONTH ACTUAL COLUMN)

TOTAL DISBURSEMENTS	$	2,963,180
LESS: TRANSFERS TO DEBTOR IN POSSESSION ACCOUNTS	$	1,202,073
PLUS: ESTATE DISBURSEMENTS MADE BY OUTSIDE SOURCES (i.e. from escrow accounts)	$	93,608
TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES	$	1,854,715

2

In re     Unilife Corporation, et al. [1]	Case No.                     17-10805
	Reporting Period: June 1 to June 30, 2017

BANK RECONCILIATIONS

Continuation Sheet for MOR-1

A bank reconciliation must be included for each bank account. The debtor’s bank reconciliation may be substituted for this page.

	UMS Petty Cash (Operating)				UMS Operating					UMS Operating				UMS Operating				UMS Operating				UMS Other - Savings				UMS Total Operating					UMS Utilities				UMS Payroll				UMS Other -PNC CD			UMS Restricted Bond
		#		n/a		#		0928			#		0570		#		3760		#		4310		#		1600					#		1951		#		6102 #					3480		#		n/a
BALANCE PER BOOKS				433				103,051					1,801,066				0				1,167				242		1,905,958					39,846				—					35,278				300,003
BANK BALANCE				433				141,370					1,801,066				0				1,167				242		1,944,277					39,846						—			35,278				300,003
(+) DEPOSITS IN TRANSIT (ATTACH LIST)				—				—					—				—				—				—		—					—						—			—				—
(-) OUTSTANDING CHECKS (ATTACH LIST)				—				(38,319	)				—				—				—				—		(38,319	)				—						—			—				—
OTHER (ATTACH EXPLANATION)				—				—					—				—				—				—		—					—						—			—				—
ADJUSTED BANK BALANCE *			$	433			$	103,051				$	1,801,066			$	0			$	1,167			$	242	$	1,905,958				$	39,846					$	—		$	35,278			$	300,003
* Adjusted bank balance must equal
balance per books
DEPOSITS IN TRANSIT	Date		Amount		Date		Amount			Date		Amount		Date		Amount		Date		Amount		Date		Amount					Date		Amount		Date		Amount				Date	Amount		Date		Amount
CHECKS OUTSTANDING	Ck. #		Amount		Ck. #		Amount			Ck. #		Amount		Ck. #		Amount		Ck. #		Amount		Ck. #		Amount					Ch.#		Amount		Ch.#		Amount				Ck. #	Amount		Ck. #		Amount
						34233		17,753.01
						34234		7,697.75
						34235		4,224.07
						34236		1,857.83
						34237		2,123.27
						34238		2,786.86
						34239		24.34
						34240		166.79
						34241		263.04
						34242		251.64
						34243		162.47
						34244		106.00
						34245		315.00
						34246		587.13
OTHER
OTHER RECEIPTS
COBRA payments			$	—			$	11,011				$	—			$	—			$	—			$	—	$	11,011				$	—					$	—		$	—			$	—
Interest				—				—					170				—				—				0		170					0						—			—				—
Sublease Payment				—				44,128					—				—				—				—		44,128					—						—			—				—
Refunds / Returned Checks				—				10,522					—				—				—				—		10,522					—						—			—				—
Reimbursements from former employees				—				—					—				—				—				—		—					—						—			—				—
Total			$	—			$	65,661				$	170			$	—			$	—			$	0	$	65,831				$	0					$	—		$	—			$	—
OTHER DISBURSEMENTS:
Bank Fees			$	—			$	253.67				$	—			$	—			$	263			$	—	$	517				$	—					$	—		$	—			$	—
Coffee for Break Room				13				—					—				—				—				—		13					—						—			—				—
Postage				3				—					—				—				—				—		3					—						—			—				—
ADP Fees				—				5,871					—				—				—				—		5,871					—						—			—				—
Solidworks License Renewal				—				40,495					—				—				—				—		40,495
Total			$	15			$	46,620				$	—			$	—			$	263			$	—	$	46,898				$	—					$	—		$	—			$	—

3

In re     Unilife Corporation, et al. [1]	Case No.                     17-10805
	Reporting Period: June 1 to June 30, 2017

BANK RECONCILIATIONS

Continuation Sheet for MOR-1

A bank reconciliation must be included for each bank account. The debtor’s bank reconciliation may be substituted for this page.

	UC					UC				UC				UC			UC				UCF				UCF
	Operating					Operating				Operating				Total Operating			Other - AMEX CD				Operating				Restricted Escrow
		#		2022	#			6509	#			1693	#						1859-4	#			1933			#		0060
BALANCE PER BOOKS			$	76,880			$	40,954			$	242			118,076			$	136,162			$	(0	)			$	1,829,734
BANK BALANCE				79,697				40,954				242			120,893				136,162				(0	)				1,829,734
(+) DEPOSITS IN TRANSIT (ATTACH LIST)				—				—				—			—				—				—					—
(-) OUTSTANDING CHECKS (ATTACH LIST)				(2,817	)			—				—			(2,817	)			—				—					—
OTHER (ATTACH EXPLANATION)				—				—				—			—				—				—					—
ADJUSTED BANK BALANCE *			$	76,880			$	40,954			$	242		$	118,076			$	136,162			$	(0	)			$	1,829,734
* Adjusted bank balance must equal
balance per books
DEPOSITS IN TRANSIT	Date		Amount			Date	Amount			Date	Amount						Date	Amount			Date	Amount			Date		Amount
CHECKS OUTSTANDING	Ck. #		Amount			Ch.#	Amount			Ck. #	Amount						Ck. #	Amount			Ck. #	Amount			Ck. #		Amount
		2484		2817.39
OTHER
OTHER RECEIPTS
Interest			$	—			$	—			$	0		$	0			$	—			$	—				$	248
Refund of Bank Fees				—				—				—			—				—				215					—
Refund from ADP				—				—				—			—				—				—					—
Total			$	—			$	—			$	0		$	0			$	—			$	215				$	248
OTHER DISBURSEMENTS
Bank Fees			$	195			$	—			$	—		$	195			$	—			$	32				$	—
Share Registry Services				6,461				—				—			6,461				—				—					—
Postage				—				—				—			—				—				—					—
ADP Fees				—				—				—			—				—				—					—
Patent Filing Fees				27,037				—				—			27,037				—				—					—
Total			$	33,693			$	—			$	—		$	33,693			$	—			$	32				$	—

4

In re     Unilife Corporation, et al. [1]	Case No.                     17-10805
	Reporting Period: June 1 to June 30, 2017

SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID

This schedule is to include all retained professional payments from case inception to current month

Check

Amount Paid

Year-To-Date

Payee

Period Covered

Payor

Number

Date

Fees & Expenses

Fees & Expenses

Professional Fee Escrow Account [1]

05/01/17 - 05/31/17

Unilife Corporation

WIRE

06/14/17

$

478,333

$

891,666

SSG Capital Advisors

05/01/17 - 05/31/18

Unilife Corporation

WIRE

06/14/17

30,000

60,000

Total

$

508,333

951,666

[a] Funds wired to a professional fee escrow account maintained by Cozen O’Connor.

5

In re     Unilife Corporation, et al. [1]	Case No.                     17-10805
	Reporting Period: June 1 to June 30, 2017

CASH DISBURSEMENTS JOURNAL

Date	Description	Amount		Check #	Payee
I. Case No. 17-10805 - Unilife Corporation, et al.
06/01/17	Corporate services	$	299.00	2483	CT Corporation
06/08/17	Patent filing fees		3,239.19	Wire	CPA Global
06/13/17	Share Registry Services		6,461.29	Wire	Computershare Austral
06/14/17	May escrow payment		478,333.00	Wire	Cozen O’Connor
06/14/17	May escrow payment		30,000.00	Wire	SSG
06/28/17	Patent filing fees		11,373.70	Wire	Fisher Adams Kelly
06/28/17	Patent filing fees		2,817.39	2484	Fisher Adams Kelly
06/29/17	Patent filing fees		9,606.65	Wire	CPA Global
06/30/17	Bank fees		195.07	Bank	FNB
		542,325.29
PLUS: Estate Disbursements made by Outside Sources (i.e. from escrow accounts)
None.		—
Total - Case No. 17-10805 - Unilife Corporation, et al.		$	542,325.29
II. Case No. 17-10806 - Unilife Medical Solutions, Inc.
06/01/17	KOP Rent and CAM charges for June	$	107,747.33	ACH	KOP Warner
06/01/17	Credit Card Payment		44,679.07	Wire	American Express
06/01/17	Electrical service for York		15,764.45	34218	MET ED
06/01/17	Internet service monthly fee		12,774.54	34215	Level 3
06/01/17	SAP hosting monhtly fee		8,318.00	34214	Freudenburg IT
06/01/17	HRA funding for week ended 6/2		6,250.00	ACH	Highmark
06/01/17	Natural gas for York facility		4,360.87	34213	Direct Energy
06/01/17	Monthly mobile phone bill		3,673.13	34212	AT&T Mobility
06/01/17	Credit Card Payment		2,827.80	Wire	American Express
06/01/17	Monthly processing fee		1,215.40	ACH	Concur
06/01/17	Travel		1,025.50	34211	American Express
06/01/17	Elevator service for York		235.70	34221	ThyssenKrupp

6

In re     Unilife Corporation, et al. [1]	Case No.                     17-10805
	Reporting Period: June 1 to June 30, 2017

CASH DISBURSEMENTS JOURNAL (CONTINUED)

Date	Description	Amount		Check #	Payee
06/01/17	Document destruction service		175.36	34220	Shred-It
06/01/17	Postage meter service		163.61	34222	Francotyp-Postalia
06/01/17	Compressed air		151.05	34210	Airgas East, Inc.
06/01/17	Document destruction service		135.00	34219	Shred-It
06/01/17	Electrical service for York		5.01	34217	MET ED
06/01/17	Electrical service for York		4.65	34216	MET ED
06/02/17	Employee 401K contributions from 5/26 payroll		25,049.42	ACH	Fidelity
06/05/17	Postage		50.00	ACH	Postalia
06/07/17	Payroll funding for 6/9		211,979.02	Wire	ADP
06/08/17	Payroll Taxes withheld		116,525.28	ACH	ADP
06/08/17	HRA funding for week ended 6/9		6,302.13	ACH	Highmark
06/08/17	Product design program for customer device development work		5,550.00	ACH	Altium
06/14/17	Monthly benefits - medical		120,743.74	ACH	Highmark
06/14/17	Monthly benefits - dental		8,086.26	ACH	Delta Dental
06/14/17	Credit Card Payment		7,019.56	Wire	American Express
06/14/17	Monthly benefits - life		1,896.29	ACH	Unum
06/14/17	Credit Card Payment		1,020.44	Wire	American Express
06/15/17	HRA funding for week ended 6/16		4,716.71	ACH	Highmark
06/15/17	Sewer		2,280.00	34224	Conewago Twp
06/15/17	Data room service		1,334.70	34227	Merrill Communications
06/15/17	Telephone and conferencing services		452.63	34229	Premiere Global Service
06/15/17	Cell phone service		320.66	34231	Verizon Wireless
06/15/17	Shipping		313.64	34225	FED EX
06/15/17	Shipping		171.82	34230	UPS
06/15/17	Cell phone service		146.77	34232	Verizon Wireless
06/15/17	Credit Card Payment		64.00	34223	American Express
06/15/17	Electrical service for York		23.78	34228	MET ED
06/15/17	Electrical service for York		23.29	34226	MET ED
06/16/17	Employee 401K contributions from 6/9 payroll		24,015.99	ACH	Fidelity
06/20/17	Mowing for York		700.00	Cash	Cole
06/21/17	Payroll funding for 6/23		215,504.13	Wire	ADP
06/22/17	Payroll Taxes withheld		112,950.60	ACH	ADP

7

In re     Unilife Corporation, et al. [1]	Case No.                     17-10805
	Reporting Period: June 1 to June 30, 2017

CASH DISBURSEMENTS JOURNAL (CONTINUED)

Date	Description	Amount		Check #	Payee
06/22/17	HR consulting fee		5,000.00	ACH	Cynthia Lighty
06/22/17	HRA funding for week ended 6/23		3,042.57	ACH	Highmark
06/26/17	Solidworks license renewal		40,495.45	ACH	DesignPoint Solutions
06/26/17	Materials for customer programs		22,607.23	Wire	Bi-Link
06/26/17	Monthly insurance funding due 7/1		17,753.01	34233	Chubb
06/29/17	Telephone service		7,697.75	34234	8x8 Inx.
06/29/17	Monthly mobile phone bill		4,224.07	34235	AT&T Mobility
06/29/17	HRA funding for week ended 6/30		3,682.79	ACH	Highmark
06/29/17	Data room service		2,786.86	34238	Merrill Communications
06/29/17	Natural gas for York facility		2,123.27	34237	Direct Energy
06/29/17	Natural gas service for York		1,857.83	34236	Columbia Gas of PA
06/29/17	Document destruction service		263.04	34241	Shred-It
06/29/17	Water service		251.64	34242	York Water
06/29/17	Waste removal		166.79	34240	Republic
06/29/17	Water service		162.47	34243	York Water
06/29/17	Electrical service for York		24.34	34239	MET ED
06/30/17	Employee 401K contributions from 6/23 payroll		22,451.54	ACH	Fidelity
06/30/17	Monthly processing fee		5,870.94	ACH	ADP
06/30/17	KOP internet service		587.13	34246	Verizon
06/30/17	Materials for customer programs		315.00	34245	Uson
06/30/17	Bank fees		263.00	Bank	HSBC
06/30/17	Bank fees		253.67	Bank	FNB
06/30/17	Materials for customer programs		106.00	34244	M & Z Anodizing
06/30/17	Postage		2.67	Cash	USPS
06/30/17	Break Room		12.50	Cash	Coffee Vendor
			1,218,748.89
PLUS: Estate Disbursements made by Outside Sources (i.e. from escrow accounts)
None.			—
Total - Case No. 17-10806 - Unilife Medical Solutions, Inc.		$	1,218,748.89

8

In re     Unilife Corporation, et al. [1]	Case No.                     17-10805
	Reporting Period: June 1 to June 30, 2017

CASH DISBURSEMENTS JOURNAL (CONTINUED)

III. Case No. 17-10807 - Unilife Cross Farm LLC
06/05/17	Bank Fees	$	32.00
		32.00
PLUS: Estate Disbursements made by Outside Sources (i.e. from escrow accounts)
06/20/17	250 Cross Farm Lane Mortgage Payment		93,608.23
Total - Case No. 17-10807 - Unilife Cross Farm LLC			93,640.23
IV. Total Disbursements		$	1,854,714.41

9

In re     Unilife Corporation, et al. [1]	Case No.                     17-10805
	Reporting Period: June 1 to June 30, 2017

BALANCE SHEET (MOR-3)

$ in 000s
ASSETS	UC						UMS						UCF						Eliminations						Consolidated
CURRENT ASSETS	Period			Petition			Period			Petition			Period			Petition			Period			Petition			Period			Petition
Unrestricted Cash and Equivalents	$	254		$	140		$	1,982		$	1,778		$	—		$	0		$	—		$	—		$	2,236		$	1,918
Restricted Cash and Cash Equivalents (see continuation sheet)		—			—			300			300			1,830			2,120			—			—			2,130			2,420
Accounts Receivable (Net)		—			—			55			1,109			—			—			—			—			55			1,109
Notes Receivable		—			—			—			—			—			—			—			—			—			—
Inventories		—			—			95			95			—			—			—			—			95			95
Prepaid Expenses		272			396			310			825			35			78			—			—			616			1,299
Professional Retainers		398			398			—			—			—			—			—			—			398			398
Other Current Assets (attach schedule)		—			—			251			251			—						—			—			251			251
TOTAL CURRENT ASSETS		924			934			2,992			4,358			1,865			2,198			—			—			5,780			7,489
PROPERTY AND EQUIPMENT
Real Property and Improvements		—			—			—			—			47,614			47,614			—			—			47,614			47,614
Machinery and Equipment		—			—			58,843			58,843			—			—			—			—			58,843			58,843
Furniture, Fixtures and Office Equipment		—			—			1,347			1,347			39			39			—			—			1,386			1,386
Leasehold Improvements		—			—			437			437			—			—			—			—			437			437
Vehicles		—			—			32			32			—			—			—			—			32			32
Less Accumulated Depreciation & Impairment		—			—			(51,978	)		(50,781	)		(5,286.46	)		(5,037	)		—			—			(57,264	)		(55,818	)
TOTAL PROPERTY & EQUIPMENT		—			—			8,682			9,879			42,366			42,615			—			—			51,048			52,494
OTHER ASSETS
Loans to Insiders*		—			—			—			—			—			—			—			—			—			—
Other Assets (attach schedule)		—			—			—			—			—			—			—			—			—			—
TOTAL OTHER ASSETS		—			—			—			—			—			—			—			—			—			—
TOTAL ASSETS		924			934			11,674			14,237			44,231			44,813			—			—			56,828			59,984
LIABILITIES AND OWNER EQUITY	UC						UMS						UCF						Eliminations						Consolidated
LIABILITIES NOT SUBJECT TO COMPROMISE (Postpetition)	Period			Petition			Period			Petition			Period			Petition			Period			Petition			Period			Petition
Accounts Payable		17			—			228			—			—			—			—			—			245			—
Taxes Payable (refer to FORM MOR-4)		—			—			107			—			—			—			—			—			107			—
Wages Payable		—			—			117			—			—			—			—			—			117			—
Notes Payable (Intercompany) [1]		(1,270	)		—			1,270			—			—			—			—			—			—			—
Rent / Leases - Building/Equipment		—			—			—			—			—			—			—			—			—			—
Secured Debt / Adequate Protection Payments		3,500			—			—			—			—			—			—			—			3,500			—
Professional Fees		—			—			—			—			—			—			—			—			—			—
Amounts Due to Insiders*		—			—			—			—			—			—			—			—			—			—
Other Postpetition Liabilities (attach schedule)		—			—			—			—			—			—			—			—			—			—
TOTAL POSTPETITION LIABILITIES		2,247			—			1,722			—			—			—			—			—			3,969			—
LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition)
Secured Debt [1]		129,679			130,804			132,429			133,554			100,436			100,623			(215,056	)		(217,492	)		147,489			147,489
Priority Debt [2]		—			—			306			385			16			16			—			—			321			401
Unsecured Debt [3], [4]		5,032			5,032			262,437			262,437			43,326			43,326			—			—			310,795			310,795
TOTAL PRE-PETITION LIABILITIES		134,711			135,836			395,172			396,376			143,778			143,965			(215,056	)		(217,492	)		458,606			458,685
TOTAL LIABILITIES		136,958			135,836			396,894			396,376			143,778			143,965			(215,056	)		(217,492	)		462,575			458,685
OWNER EQUITY
Common Stock		(1,264	)		(1,264	)		(11	)		(11	)		—			—			—			—			(1,275	)		(1,275	)
Treasury Stock		—			—			(819	)		(819	)		—			—			—			—			(819	)		(819	)
Additional Paid-In Capital		278,277			278,277			(29,607	)		(29,607	)		(86,772	)		(86,772	)		—			—			161,898			161,898
Accumulated Other Comprehensive Income - Pre-petition		—			—			(128	)		(128	)		—			—			—			—			(128	)		(128	)
Retained Earnings - Pre-Petition		(411,915	)		(411,915	)		(351,574	)		(351,574	)		(12,380	)		(12,380	)		215,056			217,492			(560,814	)		(558,377	)
Retained Earnings - Postpetition		(1,132	)		—			(3,081	)		(0	)		(396	)		—			—			—			(4,609	)		(0	)
Adjustments to Owner Equity (attach schedule)		—			—			—			—			—			—			—			—			—			—
Postpetition Contributions (Distributions) (Draws) (attach schedule)		—			—			—			—			—			—			—			—			—			—
NET OWNER EQUITY		(136,035	)		(134,902	)		(385,220	)		(382,139	)		(99,548	)		(99,152	)		215,056			217,492			(405,747	)		(398,701	)
TOTAL LIABILITIES AND OWNERS’ EQUITY	$	924		$	934		$	11,674		$	14,237		$	44,231		$	44,813		$	—		$	—		$	56,828		$	59,984

* “Insider” is defined in 11 U.S.C. Section 101(31).

[1] During the period, UMS invoiced Amgen, Inc. for $1,125,000 for pre-petition products and services. The full amount of the invoice was offset against Amgen, Inc.‘s Senior Secured Convertible Notes included in both UC and UMS pre-petition secured debt. The offset also decreased the intercompany payable UMS owes UC in same amount.

[2] Cross Farm LLC paid the monthly mortgage payment on 250 Cross Farm Lane from the escrow account under control of FNB.

[3] Paid certain priority wage claims per Court Order.

[4] Consolidated pre-petition unsecured debt includes uneliminated intercompany payable claims. As per bankruptcy schedules, net intercompany receivables booked at $0.

[5] Added $253,999 in pre-petition invoices to the scheduled amount of UMS pre-petition unsecured debt. Reduced scheduled UMS pre-petition unsecured debt by $17,743.01 for post-petition amounts included in pre-petition balance for Chubb & Son. Further reduced scheduled amount of UMS pre-petition debt for severance overstated by $18,846.

10

In re     Unilife Corporation, et al. [1]	Case No.                     17-10805
	Reporting Period: June 1 to June 30, 2017

BALANCE SHEET (MOR-3) (CONTINUATION SHEET)

ASSETS	BOOK VALUE AT END OF CURRENT REPORTING MONTH		BOOK VALUE ON PETITION DATE
Other Current Assets
Security Deposits		250,511.20		250,511.20
Other Assets
	BOOK VALUE AT END OF		BOOK VALUE ON
LIABILITIES AND OWNER EQUITY	CURRENT REPORTING MONTH		PETITION DATE
Other Postpetition Liabilities
Adjustments to Owner Equity
Postpetition Contributions (Distributions) (Draws)

Restricted Cash is cash that is restricted for a specific use and not available to fund operations. Typically, restricted cash is segregated into a separate account, such as an escrow account.

11

In re     Unilife Corporation, et al. [1]	Case No.                     17-10805
	Reporting Period: June 1 to June 30, 2017

STATUS OF POSTPETITION TAXES (MOR-4)

The beginning tax liability should be the ending liability from the prior month or, if this is the first report, the amount should be zero.

Attach photocopies of IRS Form 6123 or payment receipt to verify payment or deposit of federal payroll taxes.

Attach photocopies of any tax returns filed during the reporting period.

	Beginning Tax Liability		Amount Withheld or Accrued		Amount Paid		Date Paid		Check No. or EFT		Ending Tax Liability
Federal
Withholding	$	46,429	$	120,853	$	114,481		6/9/17; 6/23/17		WIRE	$	52,801
FICA-Employee		17,681		45,993		43,278		6/9/17; 6/23/17		WIRE		20,396
FICA-Employer		17,639		45,676		43,072		6/9/17; 6/23/17		WIRE		20,243
Unemployment		5		1		7		6/9/17; 6/23/17		WIRE		—
Income		—		—		—						—
Other:		—		—		—						—
Total Federal Taxes		81,754		212,524		200,838						93,440
State and Local
Withholding		11,051		29,561		27,556		6/9/17; 6/23/17		WIRE		13,056
Sales		—		—		—						—
Excise		—		—		—						—
Unemployment		189		501		470		6/9/17; 6/23/17		WIRE		220
Real Property		—		—		—						—
Personal Property		—		—		—						—
Other: State Disability Insurance		226		391		612		6/9/17; 6/23/17		WIRE		5
Total State and Local		11,466		30,453		28,638						13,281
Total Taxes	$	93,220	$	242,977	$	229,476					$	106,721

SUMMARY OF UNPAID POSTPETITION DEBTS (MOR-4)

Attach aged listing of accounts payable.

Unilife Corporation:

					Number of Days Past Due
	Current		0-30		31-60		61-90		Over 90		Total
Accounts Payable		—		2,431		6,022		8,473		—		16,926
Wages Payable		—		—		—		—		—		—
Taxes Payable		—		—		—		—		—		—
Rent/Leases-Building		—		—		—		—		—		—
Rent/Leases-Equipment		—		—		—		—		—		—
Secured Debt/Adequate Protection Payments		—		—		—		—		—		—
Professional Fees		—		—		—		—		—		—
Amounts Due to Insiders*		—		—		—		—		—		—
Other:		—		—		—		—		—		—
Other:		—		—		—		—		—		—
Total Postpetition Debts		—		2,431		6,022		8,473		—		16,926

Unilife Medical Solutions, Inc.:

					Number of Days Past Due
	Current		0-30		31-60		61-90		Over 90		Total
Accounts Payable		6,419		145,402		42,234		30,364		3,710		228,130
Wages Payable		117,359		—		—		—		—		117,359
Taxes Payable		106,721		—		—		—		—		106,721
Rent/Leases-Building		—		—		—		—		—		—
Rent/Leases-Equipment		—		—		—		—		—		—
Secured Debt/Adequate Protection Payments		—		—		—		—		—		—
Professional Fees		—		—		—		—		—		—
Amounts Due to Insiders*		—		—		—		—		—		—
Other:		—		—		—		—		—		—
Other:		—		—		—		—		—		—
Total Postpetition Debts		230,500		145,402		42,234		30,364		3,710		452,210

* “Insider” is defined in 11 U.S.C. Section 101(31).

12

In re     Unilife Corporation, et al. [1]	Case No.                     17-10805
	Reporting Period: June 1 to June 30, 2017

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING (MOR-5)

Accounts Receivable Reconciliation	Amount
Total Accounts Receivable at the beginning of the reporting period	$	749,699
+ Amounts billed during the period		(353,793	)[1]
- Amounts collected during the period		(35,067	)
Total Accounts Receivable at the end of the reporting period		360,839
Accounts Receivable Aging	Amount
0 - 30 days old		309,905
31 - 60 days old		20,000
61 - 90 days old		—
91+ days old		30,934
Total Accounts Receivable		360,839
Amount considered uncollectible (Bad Debt)		(305,751	)
Accounts Receivable (Net)	$	55,088

DEBTOR QUESTIONNAIRE

Must be completed each month		Yes	No
1.	Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.		X
2.	Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.		X
3.	Have all postpetition tax returns been timely filed? If no, provide an explanation below.	X
4.	Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below.	X
5.	Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.		X

[1] Through negotiation with Amgen, Inc., the Debtors reduced accounts receivable owed by Amgen by approximately $424,000. UMS also accrued approximately $70,000 in accounts receivable relating to other customers.

13