UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
(Mark One)
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| þ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2009
OR
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| o | | 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 001-33775
Nanosphere, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of | | 36-4339870
(I.R.S. Employer Identification No.) |
| incorporation or organization) | | |
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| 4088 Commercial Avenue | | Northbrook, Illinois 60062 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(847) 400-9000
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. Yesþ Noo
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). Yeso Noo (the registrant is not yet required to submit Interactive Data)
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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filero | | Accelerated filero | | Non-accelerated filerþ | | Smaller reporting companyo |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ
The number of outstanding shares of the registrant’s common stock, par value $0.01 per share, as of May 4, 2009 was 22,228,696.
EXPLANATORY NOTE
This Amendment No. 1 (the “Amendment”) to the quarterly report of Nanosphere, Inc. (the “Company”) for the fiscal quarter ended March 31, 2009, as filed on Form 10-Q with the Securities and Exchange Commission on May 7, 2009 (the “Form 10-Q”), is being filed solely to amend the certifications required by Rule 13a-14(a) and filed as exhibits 31.1 and 31.2 to the Form 10-Q to include in paragraph 4 of each certification a statement of management’s responsibility for establishing and maintaining internal control over financial reporting that was inadvertently omitted from these certifications. In addition, as required by Rule 12b-15 under the Exchange Act, new certifications by the Company’s principal executive officer and principal financial officer required by 18 U.S.C. Section 1350 are filed as exhibits to this Amendment. Except as described above, all other information included in the Form 10-Q remains unchanged.
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.
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| | | NANOSPHERE, INC. |
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| | | By: | | /s/ William P. Moffitt | | |
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| | | | | William P. Moffitt | | |
| | | | | President and Chief Executive Officer | | |
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| Date: August 27, 2009 | | | | | | |
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| | | By: | | /s/ Roger Moody | | |
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| | | | | Roger Moody | | |
| | | | | Chief Financial Officer and Treasurer | | |
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| Date: August 27, 2009 | | | | | | |
EXHIBIT INDEX
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| Exhibit Number | | Exhibit Description |
| | 31.1 | | | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * |
| | 31.2 | | | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * |
| | 32.1 | | | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * |
| | 32.2 | | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * |
