UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
ý Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the quarterly period ended March 31, 2016.
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
001-35342
NEWLINK GENETICS CORPORATION
(Exact name of Registrant as specified in Its Charter)
| Delaware | 42-1491350 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
2503 South Loop Drive
Ames, Iowa 50010
(515) 296-5555
(Address, including zip code, and telephone number, including area code, of principal executive offices)
| Securities registered pursuant to Section 12(b) of the Act: | Common Stock, par value $0.01 | |
| Name of each exchange on which registered: | The Nasdaq Global Market | |
| Securities registered pursuant to Section 12(g) of the Act: | None | |
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 ý No o
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 ý No o
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x | Accelerated filer o | |
Non-accelerated filer o | Smaller reporting company o | |
| (Do not check if a smaller reporting company) | ||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
As of October 26, 2016, there were 29,132,182 shares of the registrant’s Common Stock, par value $0.01 per share, outstanding.
Explanatory Note
This Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) amends the Quarterly Report on Form 10-Q of NewLink Genetics Corporation (the “Company”) for the three-month period ended March 31, 2016, as filed by the registrant on April 29, 2016 (the “Original Filing”). The sole purpose of this Amendment No. 1 is to re-file (i) that certain Sixth Amendment to License Agreement between the Company and Augusta University Research Center dated as of March 15, 2016 filed as Exhibit 10.8 to the Original Filing, (ii) that certain License Agreement between the Company and Augusta University Research Institute, Inc. dated as of March 15, 2016 filed as Exhibit 10.9 to the Original Filing and (iii) that certain Research Services Agreement between the Company and Augusta University Research Institute, Inc. dated as of March 15, 2016 filed as Exhibit 10.10 to the Original Filing in order to restore certain redacted information in such agreements that was subject to a confidential treatment request by the Company in response to comments from the Securities and Exchange Commission.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Part II, Item 6 of the Original Filing is hereby amended and restated in its entirety, with the only changes being the addition of Exhibits 10.8, 10.9, 10.10, 31.1,31.2, and 32.1 filed herewith and related footnotes.
Except as specifically set forth herein, this Amendment No. 1 does not amend or otherwise update any other information in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with the Company’s filings with the Securities and Exchange Commission subsequent to the Original Filing.
PART IV
| Item 6. | Exhibits |
The exhibits listed in the Index of Exhibits (following the signatures page of this Amendment No. 1) are filed with, or incorporated by reference in, this Amendment No. 1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.
| NEWLINK GENETICS CORPORATION | ||
| By: | /s/ Charles J. Link, Jr. | |
| Charles J. Link, Jr. | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: November 3, 2016 | ||
| By: | /s/ John B. Henneman III | |
| John B. Henneman III | ||
| Chief Financial Officer And Secretary | ||
| (Principal Financial Officer) | ||
| Date: November 3, 2016 | ||
EXHIBIT INDEX
| Incorporated By Reference | ||||||
| Exhibit Number | Description | Form | Filing Date | Number | Filed Herewith | |
| 3.1 | ‡ | Amended and Restated Certificate of Incorporation filed on November 16, 2011 | 8-K | 11/18/2011 | 3.1 | |
| 3.2 | ‡ | Certificate of Amendment to Restated Certificate of Incorporation filed on May 10, 2013 | 8-K | 5/14/2013 | 3.1 | |
| 3.3 | ‡ | Amended and Restated Bylaws | 8-K | 11/18/2011 | 3.2 | |
| 4.1 | ‡ | Form of the Company’s Common Stock Certificate | S-1/A | 10/26/2011 | 4.1 | |
| 4.2 | ‡ | Reference is made to Exhibits 3.1, 3.2 and 3.3 hereof | ||||
| 4.3 | ‡ | Amended and Restated Investor Rights Agreement by and between the Company and certain holders of the Company’s capital stock dated as of December 1, 2010 | 10-Q | 5/10/2012 | 4.3 | |
| 10.1 | †‡ | 2015 Bonus Awards | 8-K | 1/7/2016 | 10.1 | |
| 10.2 | †‡ | 2016 Salaries, Bonus Targets and Equity Awards | 8-K | 1/7/2016 | 10.2 | |
| 10.3 | †‡ | Employment Agreement between the Company and Charles J. Link, Jr. dated as of January 4, 2016 | 8-K | 1/7/2016 | 10.3 | |
| 10.4 | †‡ | Employment Agreement between the Company and Nicholas N. Vahanian dated as of January 4, 2016 | 8-K | 1/7/2016 | 10.4 | |
| 10.5 | †‡ | Employment Agreement between the Company and John B. Henneman III dated as of January 4, 2016 | 8-K | 1/7/2016 | 10.5 | |
| 10.6 | †‡ | Employment Agreement between the Company and Carl Langren dated as of January 4, 2016 | 8-K | 1/7/2016 | 10.6 | |
| 10.7 | †‡ | Employment Agreement between the Company and Brian Wiley dated as of January 4, 2016 | 8-K | 1/7/2016 | 10.7 | |
| 10.8 | * | Sixth Amendment to License Agreement between the Company and Augusta University Research Institute, Inc. dated as of March 15, 2016 | X | |||
| 10.9 | * | License Agreement between the Company and Augusta University Research Institute, Inc. dated as of March 15, 2016 | X | |||
| 10.10 | * | Research Services Agreement between the Company and Augusta University Research Institute, Inc. dated as of March 15, 2016 | X | |||
| 10.11 | ‡* | Amended and Restated Development and Manufacturing Terms and Conditions by and between the Company and WuXi AppTec, Inc. dated January 4, 2016 | 10-K | 2/29/2016 | 10.68 | |
| 31.1 | Certification of principal executive officer required by Rule 13a-14(a) / 15d-14(a) | X | ||||
| 31.2 | Certification of principal financial officer required by Rule 13a-14(a) / 15d-14(a) | X | ||||
| 32.1 | # | Section 1350 Certification | X | |||
| 101.INS | ‡ | XBRL Instance Document | ||||
| 101.SCH | ‡ | XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | ‡ | XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | ‡ | XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | ‡ | XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | ‡ | XBRL Taxonomy Extension Presentation Linkbase Document | ||||
____________________
| † | Indicates management contract or compensatory plan. |
| * | Indicates confidential treatment has been requested with respect to specific portions of this exhibit. Omitted portions have been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 19434, as amended. |
| # | The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of NewLink Genetics Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing. |
| ‡ | Previously filed. |