UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to~~

~~Section~~Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June 3, 2013~~

June 11, 2013

Unigene Laboratories, Inc.

(Exact name of registrant as specified in its charter)

Delaware	~~0-16005~~	220-~~2328609~~16005	22-2328609
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation or organization)		Identification No.)
81 Fulton Street, Boonton, New Jersey			07005
(Address of principal executive offices)			(Zip Code)

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))

~~☐ Soliciting~~Section ~~material~~1 ~~pursuant~~– toRegistrant’s ~~Rule~~Business ~~14a-12~~and ~~under the Exchange Act (17 CFR 240.14a-12)~~Operations

☐ 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))

Item 1.01. Entry into a Material Definitive Agreement.

~~Re-Loan~~Public ~~of Equity Transfer Agreement Proceeds~~Auction

On June 34, 2013, ~~Unigene Laboratories, Inc. (“Unigene” and the “Company”) entered into a letter agreement with~~ Victory Park Management, LLC (the “Agent”), as administrative agent ~~for Victory Park Credit Opportunities, L.P., Victory Park Credit Opportunities Intermediate Fund, L.P., VPC Fund II, L.P.,~~ and ~~VPC~~collateral ~~Intermediate~~agent ~~Fund~~under IIthe ~~(Cayman),~~Financing ~~L.P.~~Agreement (~~collectively,~~as ~~the~~defined ~~“Lenders”~~below), ~~pursuant~~held toa ~~which~~public ~~the~~auction ~~Lenders~~conducted ~~agreed~~in toaccordance ~~re-loan~~with toArticle ~~Unigene~~9 ~~the remaining $500,000~~ of the ~~sale~~Uniform ~~proceeds~~Commercial ~~previously~~Code ~~received~~for ~~from Nordic Bioscience Clinical Development A/S upon~~ the sale of ~~Unigene’s~~all ~~interest~~of inthe aremaining ~~joint~~personal ~~development~~property ~~vehicle~~ and ~~used~~assets topledged ~~make~~as acollateral ~~mandatory~~under ~~prepayment of~~ the ~~Lenders’~~Financing ~~notes,~~Agreement ~~notwithstanding~~ (i)other ~~the~~than ~~failure~~assets ofrelating ~~Unigene~~ to ~~satisfy~~Oral ~~the~~PTH ~~conditions precedent to such re~~1-~~loan~~31) as(the ~~set~~“Assets”) ~~forth in that certain amended and restated letter agreement, dated as~~ of ~~May~~Unigene 14Laboratories, ~~2013,~~Inc. ~~by and between the Agent and the Borrower~~ (the “~~Re-Loan Letter~~Company”), ~~and~~that ~~(ii)~~secured ~~the~~approximately ~~existence~~$42.9 ofmillion ~~one~~in orsenior ~~more~~secured ~~continuing~~notes ~~events~~issued ofto ~~default~~affiliates ~~under~~of the ~~transaction~~Agent ~~documents~~by ~~with~~ the ~~Lenders,~~Company as ~~described~~of insuch ~~the~~date. ~~notice~~The ~~sent~~Lenders by(as ~~the~~defined ~~Agent to Unigene on May 22~~below), ~~2013,~~as ~~which was described in a Current Report on Form 8-K filed by Unigene with~~ the ~~Securities~~holders ~~and Exchange Commission on May 29, 2013. The Re-Loan Letter provides that the conversion price~~ of the ~~existing~~senior secured notes, ~~held~~made bya ~~the~~credit ~~Lenders~~bid ~~will not be adjusted under Section 2(e)~~ of ~~such~~$5 ~~notes~~million ~~solely~~and, asat ~~a result of~~ the ~~issuance~~conclusion ~~and delivery~~ of the ~~promissory~~public ~~note~~auction, ~~evidencing~~were ~~the~~deemed ~~re-loan of~~ the ~~remaining~~highest ~~$500,000~~bidder offor the ~~Nordic sale proceeds~~Assets.

OnAllocation June 3, 2013, the Company issued to VPC Fund II, L.P., upon the terms and conditions stated in the Second Amendment to Amended and Restated Financing Agreement, by and among the Company, the Agent and the Lenders (the “Second Amendment”), a senior secured convertible note in the aggregate principal amount of ~~$500,000 (~~the ~~“Re-Loan~~Credit Note”). The maturity date of the Re-Loan Note is June 7, 2013. The Re-Loan Note will accrue interest at a rate per annum equal to the greater of (x) the prime rate (announced by Citibank N.A. from time to time) plus 5% and (y) 15%, which, in the absence of an event of default, accrued and unpaid interest due and payable with respect to the Re-Loan Note shall, instead of being required to be paid in cash, shall be capitalized and added to the outstanding principal balance of the Re-Loan Note payable on the maturity date; provided, however, in the event of a default (such as currently exists, as described in the Company’s SEC filings, including the Annual Report on Form 10-K for the year ended December 31, 2012), the Re-Loan Note will accrue interest at the default interest rate per annum equal to eighteen percent (18%).Bid

The ~~Re-Loan~~credit ~~Note~~bid ismade ~~convertible~~at ~~into~~the ~~shares~~public ofauction ~~common~~described ~~stock~~above ofwas ~~the~~allocated ~~Company,~~amongst ~~par~~the ~~value~~following ~~$0.01~~four ~~per~~affiliates ~~share~~of (the ~~“Common Stock”)~~Agent, atwhich ~~the~~are ~~lender’s~~holders ~~option.~~of ~~The~~senior ~~initial~~secured ~~conversion~~notes ~~rate~~issued ~~for~~by the ~~Re-Loan~~Company ~~Note~~in isrelation ~~calculated~~to bythe ~~dividing~~Amended ~~the~~and ~~sum~~Restated ofFinancing ~~the~~Agreement ~~principal~~dated toas beof ~~converted~~March ~~plus~~16, ~~all~~2010, ~~accrued~~by and ~~unpaid~~among ~~interest~~the ~~thereon~~Company, bythe ~~$0.09~~Agent ~~per~~and ~~share.~~the ~~The~~lender ~~conversion~~parties ~~rate~~thereto ~~under~~(as ~~the~~may ~~Re-Loan~~be ~~Note~~amended isfrom ~~subject~~time to ~~adjustment,~~time ~~including~~in aaccordance ~~reduction~~therewith, in the ~~conversion~~“Financing ~~rate~~Agreement”), inand ~~the~~re-issued ~~event~~to the ~~Company~~Lenders ~~issues~~on ~~certain~~September ~~shares~~24, of2012 ~~Common~~in ~~Stock~~relation atto athe ~~purchase~~Forbearance ~~price~~Agreement ~~less~~and ~~than~~First ~~the~~Amendment ~~then~~to ~~current~~Amended ~~conversion~~and ~~price~~Restated inFinancing Agreement (the ~~future. The~~“Forbearance ~~description~~Agreement”), ofdated ~~the~~September ~~Re-Loan~~21, ~~Note~~2012, ~~does~~by ~~not~~and ~~purport~~among tothe beCompany, ~~complete~~the Agent and isthe ~~qualified~~Lenders, inand ~~its~~replaced ~~entirety~~on byApril ~~reference~~25, as2013 ~~applicable,~~in relation to ~~copy~~the ~~filed~~Lenders asacquisition ~~Exhibit~~of ~~10.1~~certain ~~hereto,~~biotechnology ~~which~~assets isof ~~incorporated~~the ~~herein~~Company byin ~~reference.~~accordance with the Uniform Commercial Code:

The Company plans to use the proceeds of the Re-Loan Note to fund certain existing obligations and make insurance payments.

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

The ~~Amended~~foregoing ~~and~~four ~~Restated~~affiliates ~~Financing Agreement, dated as~~ of ~~March 16, 2010, by and among~~ the ~~Company, the~~ Agent ~~and~~are ~~the~~collectively ~~Lenders~~referred 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 First Amendment to ~~Amended~~herein ~~and Restated Financing Agreement, dated~~ as ~~of September 21, 2012 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~~“Lenders. The Second Amendment and the transactions contemplated thereby were previously disclosed by the Company on a Current Report on Form 8-K filed with the SEC on April 12, 2013. The Re-Loan Letter and the transactions contemplated thereby were previously disclosed by the Company on a Current Report on Form 8-K filed with the SEC on May 20, 2013.”

Closing of the Sale of Assets

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.

Richard Levy

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 32.0204. Triggering ~~Unregistered~~Events ~~Sales~~That ofAccelerate ~~Equity~~or ~~Securities~~Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

~~The~~As ~~information~~described ~~provided~~ in Item 1.01 ofabove, ~~this~~on ~~Current~~June ~~Report~~11, on2013, ~~Form~~following ~~8-K~~the ~~under~~occurrence ~~the~~of ~~title~~one isor ~~hereby~~more ~~incorporated~~events ~~into~~of ~~this~~default ~~Item~~under ~~3.02~~the byFinancing ~~reference.~~Agreement, ~~The~~the ~~Company~~Assets ~~has~~were ~~relied~~acquired onby ~~(i)~~the ~~Section~~Lenders ~~4(2)~~in ofaccordance ~~the~~with ~~Securities~~Article ~~Act~~9 of ~~1933,~~the asUniform ~~amended~~Commercial ~~(“Securities~~Code ~~Act”),~~in exchange for ~~sales~~the ~~not~~satisfaction ~~involving~~and adischarge ~~public offering~~ of ~~securities~~$5 ~~and~~million ~~(ii)~~outstanding ~~Rule 506~~ under the ~~Securities~~Replacement ~~Act for sales to an accredited investor~~Notes.

~~Section~~The 9information provided in Item 1.01 of this Current Report on Form 8-K ~~Financial~~is ~~Statements~~hereby ~~and~~incorporated ~~Exhibits~~into this Item 2.04 by reference.

~~Item 9.01 Financial Statements and Exhibits.~~4

~~(d)~~Section 9 – Financial Statements and Exhibits.

	Exhibit No.		Document Description
	10.1		Second Amendment Re-Loan Note dated June 3, 2013

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. By: /s/ Ashleigh Palmer Ashleigh Palmer, Chief Executive Officer

	UNIGENE LABORATORIES, INC.


		/s/ Ashleigh Palmer
		Ashleigh Palmer – Chief Executive Officer


Date: June 17, 2013

Date: June 7, 2013

EXHIBIT INDEX

Exhibit No.	Document Description	~~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.	~~Senior Secured Convertible Note, issued by the Company as of June 3, 2013 to VPC Fund II, 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

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