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):

~~June~~July 112, 2013

Unigene Laboratories, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-16005	22-2328609
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

81 Fulton Street, Boonton, New Jersey		07005
(Address of principal executive offices)		(Zip Code)

(973) 265-1100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, 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))

~~Section~~ Item 1.03. Bankruptcy –or ~~Registrant’s Business and Operations~~Receivership.

~~Item~~On 1July 2, 2013, Unigene Laboratories, Inc.~~01. Entry~~ ~~into~~(the “Company”) filed a ~~Material~~voluntary ~~Definitive~~petition ~~Agreement~~for relief under Chapter 7 of the United States Bankruptcy Code (the “Code”) in the United States Bankruptcy Court of the District of New Jersey (the “Bankruptcy Filing”). The Chapter 7 case is being administered under case No. 13-24696.

~~Public~~As ~~Auction~~a result of the Bankruptcy Filing, a Chapter 7 trustee will be appointed by the Court and will assume control of the Company. The remaining assets of the Company will be liquidated in accordance with the Code.

OnItem ~~June~~2.04. 4,Triggering ~~2013,~~Events ~~Victory~~that ~~Park~~Accelerate ~~Management,~~or ~~LLC~~Increase ~~(the “Agent”), as administrative agent and collateral agent under the Financing Agreement (as defined below), held~~ a ~~public~~Direct ~~auction~~Financial ~~conducted~~Obligation inor ~~accordance~~an ~~with~~Obligation ~~Article 9 of the Uniform Commercial Code for the sale of all of the remaining personal property and assets pledged as collateral~~ under ~~the~~an ~~Financing Agreement (other than assets relating to Oral PTH 1~~Off-~~31)~~Balance ~~(the~~Sheet ~~“Assets”) of Unigene Laboratories, Inc~~Arrangement. (the “Company”) that secured approximately $42.9 million in senior secured notes issued to affiliates of the Agent by the Company as of such date. The Lenders (as defined below), as the holders of the senior secured notes, made a credit bid of $5 million and, at the conclusion of the public auction, were deemed the highest bidder for the Assets.

~~Allocation~~The Bankruptcy Filing on July 2, 2013 constituted an event of default, under the terms of the Amended and Restated Financing Agreement dated as of March 16, 2010, by and among the Company, Victory Park Management, LLC (the “Agent”), as administrative agent and collateral agent and the lender parties thereto (collectively, the "VPC Lenders"), including the following affiliates of the Agent: Victory Park Credit ~~Bid~~Opportunities, L.P., Victory Park Credit Opportunities Intermediate Fund, L.P., VPC Fund II, L.P and VPC Intermediate Fund II (Cayman), L.P., as amended and restated from time to time in accordance with the terms thereof, including pursuant to the terms of the Forbearance Agreement and First Amendment to Amended and Restated Financing Agreement, dated September 21, 2012, by and among the Company, the Agent and the VPC Lenders, the Second Amendment to Amended and Restated Financing Agreement, dated as of April 8, 2013, by and among the Company, the Agent and the VPC Lenders, and the various senior secured promissory notes issued in accordance therewith. As of the date of the Bankruptcy Filing, approximately $38.3 million remains outstanding under the senior secured notes held by the VPC Lenders and is immediately due and payable.

The ~~credit~~Bankruptcy ~~bid~~Filing ~~made~~on atJuly ~~the~~2, ~~public~~2013 ~~auction~~also ~~described~~constituted ~~above~~an ~~was~~event ~~allocated~~of ~~amongst~~default, under the ~~following~~terms ~~four affiliates~~ of the ~~Agent,~~Settlement ~~which~~and ~~are~~Release ~~holders~~Agreement ofand ~~senior~~Amendments ~~secured~~(the ~~notes~~“Settlement ~~issued~~Agreement”), dated March 10, 2011, by and among the Company inand ~~relation~~the toEstate ~~the~~of ~~Amended~~Jean Levy, The Jaynjean Levy Family Limited Partnership, Dr. Warren Levy and ~~Restated~~Dr. ~~Financing~~Ronald ~~Agreement~~S. ~~dated~~Levy (collectively, the “Levy Parties”), as ofamended ~~March~~by 16an agreement, ~~2010~~dated May 29, 2012, by and ~~among~~between the Company, and the ~~Agent~~Levy ~~and~~Parties to settle the ~~lender~~Company's ~~parties~~obligations ~~thereto~~to ~~(as~~the ~~may~~Levy beParties ~~amended~~(the ~~from~~“Revised ~~time~~Settlement toAgreement"), ~~time~~an inagreement, ~~accordance~~dated ~~therewith~~December 21, 2012, by and between the Company and the Levy Parties (the “~~Financing~~Second Revised Settlement Agreement”), and ~~re-issued~~the torelated secured promissory notes. Any and all payments by the ~~Lenders~~Company on ~~September~~account ~~24,~~of ~~2012~~any of the Company’s notes in ~~relation~~favor toof the ~~Forbearance~~Levy ~~Agreement~~Parties ~~and~~(except ~~First~~certain ~~Amendment~~interim installment payments) remain subject to ~~Amended~~the terms and ~~Restated~~conditions ~~Financing~~of ~~Agreement~~that ~~(the~~certain ~~“Forbearance~~Affiliate Subordination Agreement”), dated September 2130, ~~2012~~2008, byamong ~~and~~various ~~among~~Levy Parties, the Company, and the Agent, ~~and~~as agent for all the VPC Lenders, ~~and~~as ~~replaced~~the onsame ~~April~~may 25be amended, ~~2013~~restated, supplemented and in ~~relation~~effect from time to ~~the~~time, ~~Lenders~~including ~~acquisition~~pursuant ofto that certain ~~biotechnology~~Reaffirmation ~~assets~~of Affiliate Subordination Agreement dated as of March 17, 2010, and as amended by that certain letter dated March 16, 2011 from Victory Park Management LLC regarding “Consent and Amendment” (the “Subordination Agreement”). As a result, the Company may not make additional payments to the Levy Parties unless such payments can be made in accordance with the ~~Uniform~~terms ~~Commercial~~of ~~Code:~~the Subordination Agreement assuming any such payment constitutes “Permitted Subordinated Debt Payments” thereunder. As of the date of the Bankruptcy Filing, approximately $24.3 million remains outstanding to the Levy Parties under the Settlement Agreement as amended by the Revised Settlement Agreement and Second Revised Settlement Agreement.

Lender	Credit Bid
Victory Park Credit Opportunities, L.P.	$	1,498,446.33
Victory Park Credit Opportunities Intermediate Fund, L.P.	$	1,323,808.09
VPC Fund II, L.P	$	1,392,086.80
VPC Intermediate Fund II (Cayman), L.P.	$	785,658.78
Total	$	5,000,000.00

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~On ~~foregoing~~July ~~four~~2, ~~affiliates~~2013, the employment of all remaining employees of the ~~Agent~~Company, ~~are~~including ~~collectively~~Ashleigh ~~referred~~Palmer, toPresident ~~herein~~and asChief Executive Officer, and Brian Zietsman, Chief Financial Officer, Treasurer and Secretary, was terminated. As a result, the ~~“Lenders~~Company no longer has any employees.”

~~Closing~~Also, on July 2, 2013, Richard Levy, Ashleigh Palmer, Thomas J. Sabatino, Jr., Joel A. Tune and Jack Wyszomierski resigned from the Board of Directors of the ~~Sale~~Company. As a result, the Company has no current members of ~~Assets~~the Board of Directors.

On June 11, 2013, the Assets were acquired by the Lenders in accordance with Article 9 of the Uniform Commercial Code in exchange for the satisfaction and discharge of $5 million outstanding under the senior secured notes. On such date, the Agent, in its capacity as the administrative agent and collateral agent for each of the Lenders, executed and delivered a bill of sale pursuant to which it sold to the Lenders, the Assets.

Replacement Notes

Effective June 11, 2013, the senior secured promissory notes (the “Replacement Notes”) were reissued to reflect the current amounts outstanding as a result of the credit bid. After accounting for the credit bid, the Replacement Notes reflect the following principal loan amounts as of June 11, 2013:

Lender	Principal
Victory Park Credit Opportunities, L.P.;	$	11,357,526.70
Victory Park Credit Opportunities Intermediate Fund, L.P.;	$	10,033,850.04
VPC Fund II, L.P.	$	4,263,037.60
VPC Intermediate Fund II (Cayman), L.P.	$	5,954,928.37

All other terms and conditions of the Replacement Notes remain the same. After accounting for the credit bid, approximately $37.9 million remains outstanding under the Replacement Notes and the other senior secured notes held by the Lenders.

The Financing Agreement and the transactions contemplated thereby were previously disclosed by the Company on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2010. The Forbearance Agreement and the transactions contemplated thereby were previously disclosed by the Company on a Current Report on Form 8-K filed with the SEC on September 26, 2012. The description of the Replacement Notes above does not purport to be complete and is qualified in its entirety by reference, as applicable, to copies filed, respectively, as Exhibits 10.1 through 10.4 hereto, which are incorporated herein by reference.

Mr. Richard Levy has been the Managing Principal and founder of Victory Park Capital since September 2007. Pursuant to the Financing Agreement, in March 2010 Mr. Levy became a member of the Company’s Board of Directors, Chairman of the Board and a member of the Company’s Nominating and Corporate Governance Committee. In addition, the Company agreed that until such time as (i) the aggregate principal amount outstanding under the senior secured convertible notes issued to Victory Park is less than $5 million and (ii) Victory Park beneficially owns less than 20% of the issued and outstanding shares of the Company’s common stock, the Company’s Nominating and Corporate Governance Committee shall take all actions reasonably necessary to recommend the nomination of, and the Board of Directors of the Company shall nominate for re-election to the Board of Directors, Mr. Levy (or a substitute or replacement designated by Victory Park). Each of the Agent and the Lenders is an affiliate of Mr. Levy.

Section 2 – Financial Information

Item 2.01. Completion of Acquisition or Disposition of Assets

The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 2.01 by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 2.03 by reference.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As described in Item 1.01 above, on June 11, 2013, following the occurrence of one or more events of default under the Financing Agreement, the Assets were acquired by the Lenders in accordance with Article 9 of the Uniform Commercial Code in exchange for the satisfaction and discharge of $5 million outstanding under the Replacement Notes.

The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 2.04 by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Document Description
10.1	Senior Secured Convertible Note, reissued by the Company as of June 11, 2013 in favor of Victory Park Credit Opportunities Intermediate Fund, L.P.
10.2	Senior Secured Convertible Note, reissued by the Company as of June 11, 2013 in favor of Victory Park Credit Opportunities, L.P.
10.3	Senior Secured Convertible Note, reissued by the Company as of June 11, 2013 in favor of VPC Intermediate Fund II (Cayman), L.P.
10.4	Senior Secured Convertible Note, reissued by the Company as of June 11, 2013 in favor of VPC Fund II, L.P

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.

	UNIGENE LABORATORIES, INC.
		/s/ Ashleigh Palmer
		Ashleigh Palmer – Chief Executive Officer
		Ashleigh Palmer, Chief Executive Officer
Date: June 17, 2013
Date: July 2, 2013

EXHIBIT INDEX

Exhibit No.		Document Description
10.1		Senior Secured Convertible Note, reissued by the Company as of June 11, 2013 in favor of Victory Park Credit Opportunities Intermediate Fund, L.P.
10.2		Senior Secured Convertible Note, reissued by the Company as of June 11, 2013 in favor of Victory Park Credit Opportunities, L.P.
10.3		Senior Secured Convertible Note, reissued by the Company as of June 11, 2013 in favor of VPC Intermediate Fund II (Cayman), L.P.
10.4		Senior Secured Convertible Note, reissued by the Company as of June 11, 2013 in favor of VPC Fund II, L.P

Filing Compare · UNIGENE LABORATORIES INC