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~~January 131, ~~2023~~2024

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))

☐ 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 15.02 ~~Termination~~Departure of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~December~~January 131, ~~2023~~2024, ~~Alfasigma~~Barry ~~S.p.A.~~Schechter ~~(“Alfasigma”)~~and ~~notified~~Zorik ~~Innovation~~Spektor ~~Pharmaceuticals~~each ~~Inc.~~resigned (from the ~~“Company”)~~Board of ~~its~~Directors ~~termination without cause~~ of ~~the~~Innovation ~~Exclusive~~Pharmaceuticals ~~License~~Inc. ~~Agreement between the parties dated July 18, 2019~~ (the “~~License Agreement~~Company”), ~~which~~effective ~~granted~~immediately. ~~Alfasigma~~Their ~~the~~decisions ~~worldwide right~~ to ~~develop,~~resign ~~manufacture~~were ~~and~~not ~~commercialize locally-administered Brilacidin for~~ the ~~treatment~~result of ~~ulcerative~~any ~~proctitis/ulcerative~~disagreement ~~proctosigmoiditis~~with ~~(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~~any ~~22,~~matter ~~2019~~related ~~and is incorporated herein by reference. Alfasigma terminated the License Agreement following its decision~~ to ~~discontinue further work under~~ the ~~License~~Company’s ~~Agreement. On December 4~~operations, ~~2023,~~policies ~~the~~or ~~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~~practices.

2Item 8.01 Other Events.

~~SIGNATURES~~As previously disclosed, on January 22, 2020, the Company filed a complaint against Cummings Properties, LLC (“Cummings”) in the Superior Court of the Commonwealth of Massachusetts (C.A. No. 20-77CV00101), seeking, among other things, declaratory relief that the lease relating to the Company’s prior principal executive offices terminated in September 2018 rather than automatically extending for an additional five years. On August 29, 2023, the trial for this case commenced, and on January 18, 2024, the Court ruled in favor of Cummings, finding that Cummings is entitled to recover liquidated damages in the amount of $810,251.36, minus the Company’s $77,600 security deposit, plus eighteen percent per annum interest owing since January 17, 2020. The Company intends to appeal the decision.

~~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.~~ 2

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

SIGNATURES

3Pursuant 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: February 1, 2024	By:	/s/ Leo Ehrlich
	Name:	Leo Ehrlich
	Title:	Chief Executive Officer

Filing Compare · Innovation Pharmaceuticals Inc.