UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1 to Form 10-Q)
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015
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: 001-36287
Flexion Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 26-1388364 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| 10 Mall Road, Suite 301 Burlington, Massachusetts |
01803 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(781) 305-7777
(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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
As of November 2, 2015, the registrant had 21,539,396 shares of Common Stock ($0.001 par value) outstanding.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 (this “Amendment”) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, originally filed with the Securities and Exchange Commission on November 9, 2015 (the “Original Filing” and as amended by Amendment No. 1, the “Updated Filing”) is to file a revised version of Exhibit 10.2 that was filed with the Original Filing.
No other changes have been made to the Updated Filing or any other exhibits. This Amendment does not modify or update any previously reported financial statements or other disclosures in the Updated Filing. Accordingly, this Amendment should be read in conjunction with the Updated Filing, which continues to speak as of the date of the Original Filing.
ITEM 6. EXHIBITS
| Exhibit number |
Description of document | |
| 3.1(1) | Amended and Restated Certificate of Incorporation of the Registrant. | |
| 3.2(1) | Amended and Restated Bylaws of the Registrant. | |
| 4.1(2) | Form of Common Stock Certificate of the Registrant. | |
| 4.2(2) | Amended and Restated Investor Rights Agreement, dated December 3, 2012, by and among the Registrant and certain of its stockholders. | |
| 4.3(2) | Conversion, Amendment and Waiver Agreement, dated January 27, 2014, by and among the Registrant and certain of its stockholders. | |
| 10.1+(3) | Manufacturing and Supply Agreement, dated July 31, 2015, by and between the Registrant and Patheon UK Limited. | |
| 10.2+ | Technical Transfer and Service Agreement, dated July 31, 2015, by and between the Registrant and Patheon UK Limited. | |
| 10.3(3) | First Amendment of Lease, dated July 13, 2015, by and between the Registrant and CIP II/RJK 10-20 BMR Owner, LLC. | |
| 10.4(3) | Credit and Security Agreement, dated August 4, 2015, by and between the Registrant and MidCap Financial Trust. | |
| 31.1(3) | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. | |
| 31.2(3) | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. | |
| 32.1(3) | Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2(3) | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS(3) | XBRL Instance Document | |
| 101.SCH(3) | XBRL Taxonomy Extension Schema Document | |
| 101.CAL(3) | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF(3) | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB(3) | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE(3) | XBRL Taxonomy Extension Presentation Linkbase Document | |
| + | Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC. |
| (1) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 19, 2014. |
| (2) | Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-193233), as amended. |
| (3) | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed on November 9, 2015. |
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 thereunto duly authorized.
| Flexion Therapeutics, Inc. | ||||||||
| Date: January 26, 2016 | By: | /s/ Frederick W. Driscoll | ||||||
| Frederick W. Driscoll | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||