8-K

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): May 15, 2019

INNOVUS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-52991	90-0814124
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8845 Rehco Road, San Diego, CA	92121
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (858) 964-5123

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.  ☐

In this report, “Innovus Pharmaceuticals,” “Innovus Pharma,” “the Company,” “we,” “us” and “our” refer to Innovus Pharmaceuticals, Inc., and/or one or more of our wholly-owned subsidiaries, unless the context otherwise provides. Innovus Pharma® is a registered service mark of Innovus Pharmaceuticals, Inc.

Item 2.02 – Results of Operations and Financial Condition

On May 15, 2019, the Company issued a press release reporting our financial results for the three months ended March 31, 2019. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Description

99.1 Press release issued May 15, 2019, reporting financial results for the three months ended March 31, 2019

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. 

Date: May 15, 2019	INNOVUS PHARMACEUTICALS, INC.
	By: /s/ RANDY BERHOLTZ
	Randy Berholtz
	Executive Vice President, Corporate Development  and General Counsel

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press release issued May 15, 2019, reporting financial results for the three months ended March 31, 2019

EX-99.1

Exhibit 99.1

Innovus Pharma Reports Quarterly Revenue for the First Quarter 2019 of $5.4 million, a 18.0% Increase From Comparable Quarter in the Prior Year

Cash, inclusive of merchant processor holdback, of $2.9 million as of May 13, 2019

SAN DIEGO, May 15, 2019 – Innovus Pharmaceuticals, Inc. (“Innovus Pharma” or the “Company”) (OTCQB: INNV), an emerging commercial-stage pharmaceutical company that delivers safe, innovative and effective over-the-counter medicine and consumer care products to improve men’s and women's health and respiratory diseases, announced today its reported results for the three months ended March 31, 2019.

Financial highlights for the three months ended March 31, 2019 compared to March 31, 2018 included:

■ Revenues of approximately $5.4 million, an increase of $0.8 million or 18.0% compared to prior year and $0.6 million or 12.8% compared to the prior quarter;

■ Sales & marketing expense as a percentage of total revenue declined to 48.4% compared with 72.7% in prior year;

■ Annual product subscription and outbound concierge net revenue of $1.1 million compared to $0.6 million in the prior year or a 98.2% increase;

■ Completed $3.17 million private placement; 

■ Cash used in operations of $0.6 million compared with $0.7 million in the prior year;

■ Company's cash and merchant processor holdback position as of May 13, 2019 was $2.9 million; and

■ Annual 2019 net revenue projected to achieve record levels of $26-28 million.

2019 First Quarter and Recent Corporate Progress

■ Acquired assets of PrimeSavingsClub.com adding another revenue channel with recent historical annual revenues of $2.5 million;

■ Diversified revenue channels resulting in approximately 30% of revenue derived from e-commerce platforms;

■ Announced the FDA Approval of new ANDA for supply of Fluticare which provides the Company with two suppliers of the product and the opportunity to use the dossier for international filings;

■ Obtained approval of four products: Diabasens®, BH® Testosterone Booster, Xyralid® and RecalMax™ in Canada; 

■ Completed reverse stock split with an intention to potentially up list to Nasdaq;

■ International partner, Lavasta Pharma receives approval from Algeria to market and sell Zestra® and Zestra Glide® and received a purchase order for $186,000;

■ Announced a second partnered US ANDA for Minoxidil 5% Foam for men and women to be sold under the name Regoxidine™; and

■ Launched first hemp-derived Cannabidiol product with MZS Sleeping Aid™.

“We are encouraged by our start to the 2019 year with revenues increasing 18% and 12.8% in the comparable quarter in the prior year and the previous quarter, respectively.  The Company has been able to strategically diversify its revenue channels during the quarter without significant disruption to overall revenue and achieving revenues from e-commerce platforms by approximately 30%.  Additionally, with twelve products now approved by Health Canada, we are poised to focus more marketing efforts in Canada where we have historically experienced superior returns which we believe will help us achieve our goal of profitability,” stated Bassam Damaj, President and Chief Executive Officer of Innovus Pharma.

The Company will host a conference call at 4:15 p.m. ET/1:15 p.m. PT today to discuss the financial results and recent business developments. To participate in the call, please dial 1-877-883-0383 for domestic callers or 1-412-902-6506 for international callers or 1-877-885-0477 for Canadian callers. Participant Elite Entry Number: 0678670. A replay of the call will be available for 30 days.  To access the replay, dial 1-877-344-7529 domestically or 1-412-317-0088 internationally or 1-855-669-9658 for Canada and reference Replay Access Code: 10131471. The replay will be available shortly after the end of the conference call.

Consolidated Statements of Operations (amounts in thousands except weighted average share and per share amounts)

	Three months ended
	March 31,
	2019			2018
	(unaudited)
Net revenue:
Product sales, net	$	5,189		$	4,542
Service revenue		100			-
Cooperative marketing revenue		71			-
License revenue		3			3
Total net revenue		5,363			4,545
Cost of product sales		1,778			864
Gross profit		3,585			3,681
Operating expense:
Research and development		56			11
Sales and marketing		2,595			3,302
General and administrative		2,435			1,696
Total operating expense		5,086			5,009
Loss from operations		(1,501	)		(1,328	)
Other income and (expense):
Interest expense		(490	)		(242	)
Loss on extinguishment of debt		-			(256	)
Fair value adjustment for contingent consideration		2			(3	)
Total other expense, net		(488	)		(501	)
Loss before provision for income taxes		(1,989	)		(1,829	)
Provision for income taxes		-			-
Net loss	$	(1,989	)	$	(1,829	)
Net loss per share of common stock – basic and diluted:	$	(0.81	)	$	(1.03	)
Weighted average number of shares of common stock outstanding – basic and diluted		2,445,471			1,780,321

Condensed Consolidated Balance Sheet Data (in thousands)

	March 31, 2019		December 31, 2018
		1		1
Assets
Cash	$	1,947	$	1,248
Accounts receivable, net		130		282
Prepaid expenses and other current assets		1,574		1,116
Inventories		2,130		2,370
Intangible assets and other non-current assets		5,588		5,111
Total assets	$	11,369	$	10,127
Liabilities & Stockholders' Equity
Accounts payable & accrued liabilities	$	2,799	$	2,622
Total accrued compensation		2,610		2,480
Deferred revenue and customer deposits		282		108
Accrued interest payable		35		32
Short-term loans payable		422		266
Notes payable and non-convertible debenture, net of discount		2,230		3,073
Operating lease liability		676		-
Total contingent consideration		1,254		1,256
Deferred rent		-		181
Total stockholders' equity		1,061		109
Total liabilities & stockholders' equity	$	11,369	$	10,127

¹ The Condensed Consolidated Balance Sheet Data has been derived from the audited consolidated financial statements as of that date.

About Innovus Pharmaceuticals, Inc.

Headquartered in San Diego, Innovus Pharma is an emerging OTC consumer goods and specialty pharmaceutical company engaged in the commercialization, licensing and development of safe and effective non-prescription medicine and consumer care products to improve men’s and women’s health and vitality and respiratory diseases. Innovus Pharma delivers innovative and uniquely presented and packaged health solutions through its (a) OTC medicines and consumer and health products, which we market directly, (b) commercial partners to primary care physicians, urologists, gynecologists and therapists, and (c) directly to consumers through our on-line channels, retailers and wholesalers. The Company is dedicated to being a leader in developing and marketing new OTC and branded Abbreviated New Drug Application (“ANDA”) products. The Company is actively pursuing opportunities where existing prescription drugs have recently, or are expected to, change from prescription (or Rx) to OTC.

For more information, go to www.innovuspharma.com; www.zestra.com; www.ejectdelay.com; www.myvesele.com; www.urivarx.com; www.sensumplus.com; www.myandroferti.com; www.beyondhumantestosterone.com; www.getbeyondhuman.com; www.trybeyondhuman.com; www.recalmax.com; www.prostagorx.com; www.xyralid.com; www.fluticare.com; www.allervarx.com; and www.apeaz.com; www.mzssleepingaid.com; www.novalere.com; and www.diabasens.com.

Innovus Pharma’s Forward-Looking Safe Harbor

Statements under the Private Securities Litigation Reform Act, as amended: with the exception of the historical information contained in this release, the matters described herein contain forward-looking statements that involve risks and uncertainties that may individually or mutually impact the matters herein described for a variety of reasons that are outside the control of the Company, including, but not limited to, its financial results, projected revenues, projected online subscribers and other customers, estimated markets for its products, and statements about achieving its other corporate and business development, growth, commercialization, financial and staffing objectives. Readers are cautioned not to place undue reliance on these forward-looking statements as actual results could differ materially from the forward-looking statements contained herein. Readers are urged to read the risk factors set forth in the Company's most recent filing on Form S-1, annual report on Form 10-K, subsequent quarterly reports filed on Form 10-Q and other filings made with the SEC. Copies of these reports are available from the SEC's website or without charge from the Company.

# # #

For more information, please contact:

Randy Berholtz

Innovus Pharma Investor Relations

Tel: +1 858 249 7865

ir@innovuspharma.com