UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2014
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 001-34540
UNILIFE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 27-1049354 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
250 Cross Farm Lane, York, Pennsylvania 17406
(Address of principal executive offices)
Telephone: (717) 384-3400
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of May 8, 2014, 102,798,512 shares of the registrant’s common stock were outstanding.
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Item 6. | 4 | |||||
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Explanatory Note
Unilife Corporation (the “Company”) is filing this amendment (the “Form 10-Q/A”) to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (the “Form 10-Q”), filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2014, solely to revise Exhibit 10.1 (Credit Agreement, dated as of March 12, 2014, by and between Unilife Medical Solutions, Inc. and ROS Acquisition Offshore LP), Exhibit 10.2 (Royalty Agreement, dated as of March 12, 2014, by and between Royalty Opportunities S.A.R.L. and Unilife Medical Solutions, Inc.) and Exhibit 10.8 (Pledge and Security Agreement, dated as of March 12, 2014, by Unilife Medical Solutions, Inc., Unilife Cross Farms LLC, Unilife Medical Solutions Limited and Unitract Syringe Pty Limited in favor of ROS Acquisition Offshore LP) to the Form 10-Q to include certain portions of such exhibits which had been omitted from such exhibits when filed with the Form 10-Q pursuant to a request for confidential treatment filed with the SEC (the “CTR”). Certain other portions of Exhibit 10.1 as filed with this Form 10-Q/A remain omitted pursuant to the CTR.
This Form 10-Q/A should be read in conjunction with the Form 10-Q, which continues to speak as of the date of the Form 10-Q. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the original Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures.
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PART II. OTHER INFORMATION
The exhibits to this report are listed in the Exhibit Index below.
Exhibit No. | Description of Exhibit | Included Herewith | ||
| 10.1 * | Credit Agreement, dated as of March 12, 2014, by and between Unilife Medical Solutions, Inc. and ROS Acquisition Offshore LP. | X | ||
| 10.2 | Royalty Agreement, dated as of March 12, 2014, by and between Royalty Opportunities S.A.R.L. and Unilife Medical Solutions, Inc. | X | ||
| 10.3 | Pledge and Security Agreement, dated as of March 12, 2014, by Unilife Medical Solutions, Inc., Unilife Cross Farms LLC, Unilife Medical Solutions Limited and Unitract Syringe Pty Limited in favor of ROS Acquisition Offshore LP. | X | ||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer | X | ||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer | X | ||
| 32.1 | Section 1350 Certification | X | ||
| 32.2 | Section 1350 Certification | X | ||
| * | Confidential treatment has been requested for certain provisions of this Exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
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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 thereunto duly authorized.
| Date: September 29, 2014 | UNILIFE CORPORATION | |||||
| By: | /s/ Dennis P. Pyers | |||||
| Dennis P. Pyers | ||||||
Interim Chief Financial Officer (Duly Authorized Officer & Principal Financial Officer) | ||||||
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