UNILIFE CORPORATION (NASDAQ:UNIS) Files An 8-K Entry into a Material Definitive AgreementItem 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 April12, 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 July14, 2017, the Debtors received bids for their assets from various parties and on July17, 2017, the Debtors held an auction with such bidders. On July19, 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 July21, 2017, the Bankruptcy Court approved the Asset Sales 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 July24, 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.
to the Asset Purchase Agreement effective as of July20, 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 $7.5million and agreeing to certain releases in connection with certain existing agreement between the parties.
to the Asset Purchase Agreement entered into as of July17, 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.
to the Asset Purchase Agreement entered into as of July17, 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 thefulltextof 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 1.01. Completion of Acquisition or Disposition of Assets.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 1.01.
Item 1.01.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 May10, 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 July27, 2017, the Company submitted to the Bankruptcy Court its monthly financial reports for itself and its U.S. subsidiaries for the month ended June30, 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 1.01 Financial Statements and Exhibits.
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| Exhibit99.1 | Monthly Financial Report of Unilife Corporation, et al. for Month Ending June30, 2017 |
Unilife Corp ExhibitEX-99.1 2 d433835dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re Unilife Corporation,…To view the full exhibit click here
About UNILIFE CORPORATION (NASDAQ:UNIS)
Unilife Corporation is engaged in the designing, development and manufacturing of injectable drug delivery systems. The Company has a portfolio of product platforms, including pre-filled syringes, disposable and reusable auto-injectors, drug reconstitution delivery systems, ocular delivery systems, and other systems for the targeted delivery of injectable therapies. The majority of its products are designed for sale directly to pharmaceutical and biotechnology companies supplying them as drug-device combination products, pre-filled and ready for administration by end-users, such as health-care providers or patients. Its other products, such as reusable auto-injectors and certain systems for targeted drug delivery are designed either to be sold to pharmaceutical or biotechnology companies for use as combination products or to be sold directly to a health care provider or end user without having the device pre-filled by a pharmaceutical company.