UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013
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 000-31719
POZEN INC.
(Exact name of registrant as specified in its charter)
| Delaware | 62-1657552 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1414 Raleigh Rd, Suite 400, Chapel Hill, NC 27517
(Address of principal executive offices including zip code)
(919) 913-1030
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
| Common Stock, $0.001 par value | NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Right
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x.
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 website, 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
| 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 12b-2 of the Act). Yes ¨ No x.
The aggregate market value of the common stock held by non-affiliates computed by reference to the last reported sale price on June 30, 2013 was approximately $135,372,359. As of February 24, 2014, there were outstanding 30,761,244 shares of common stock.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the POZEN Inc. definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after the end of the fiscal year are incorporated by reference into Part III of this Form 10-K and certain documents are incorporated by reference into Part IV.
EXPLANATORY NOTE
POZEN Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, originally filed on March 6, 2014, as an exhibit only filing in response to comments received from the Securities and Exchange Commission regarding a request for confidential treatment of certain portions of Exhibits 10.45 and 10.46 originally filed with the Form 10-K. This Amendment No. 1 is being filed solely to re-file Exhibits 10.45 and 10.46. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.
This report is limited in scope to the items identified above and should be read in conjunction with the Annual Report on Form 10-K. This report does not reflect events occurring after the filing of the Annual Report on Form 10-K and, other than the furnishing of the information identified above, does not modify or update the disclosure in the Annual Report on Form 10-K in any way.
| Item 15. | Exhibits, Financial Statement Schedules |
| (a) | Financial Statements and Schedules: |
| 3. | List of Exhibits |
Exhibit | Description | |||
| 10.45 | Amended and Restated Collaboration and License Agreement for the United States by and between POZEN Inc. and AstraZeneca AB dated as of November 18, 2013. ** † | |||
| 10.46 | Amended and Restated Collaboration and License Agreement for outside of the United States by and between POZEN Inc. and AstraZeneca AB dated as of November 18, 2013. ** † | |||
| 31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** | |||
| 31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** | |||
| ** | Filed herewith. |
| † | Confidential treatment requested. Confidential materials omitted and filed separately with Securities and Exchange Commission. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| Registrant: | ||||||
| POZEN Inc. | ||||||
| Date: September 22, 2014 | By: | /s/ John R. Plachetka | ||||
| John R. Plachetka | ||||||
| Chief Executive Officer | ||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ John R. Plachetka John R. Plachetka | Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) | September 22, 2014 | ||
/s/ William L. Hodges William L. Hodges | Senior Vice President, Finance and Administration and Chief Financial Officer (Principal Financial Officer) | September 22, 2014 | ||
/s/ John E. Barnhardt John E. Barnhardt | Vice President, Finance and Administration (Principal Accounting Officer) | September 22, 2014 | ||
/s/ Neal F. Fowler Neal F. Fowler | Director | September 22, 2014 | ||
/s/ Arthur S. Kirsch Arthur S. Kirsch | Director | September 22, 2014 | ||
/s/ Kenneth B. Lee, Jr. Kenneth B. Lee Jr. | Director | September 22, 2014 | ||
/s/ Seth A. Rudnick Seth A. Rudnick | Director | September 22, 2014 | ||
