UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(Amendment No. 1)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended March 31, 2014
or
| ¨ | TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from to
Commission File Number: 001-36070
Five Prime Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 26-0038620 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
Two Corporate Drive
South San Francisco, California 94080
(415) 365-5600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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 ofRegulation 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 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” inRule 12b-2 of the Exchange Act. (Check one):
| 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 the registrant is a shell company (as defined in Exchange Act Rule 12b-2) Yes ¨ No x
As of May 5, 2014, the number of outstanding shares of the registrant’s common stock was 21,438,386.
EXPLANATORY NOTE
Five Prime Therapeutics, Inc. (the “Company”) is filing this Amendment No. 1 onForm 10-Q/A (this “Amendment”) to re-file Exhibit 10.1 (the “Exhibit”) that was filed with the Company’s Quarterly Report onForm 10-Q for the quarter ended March 31, 2014, as originally filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2014 (the “OriginalForm 10-Q”). The Exhibit redacted certain provisions in accordance with the Company’s application for confidential treatment with the SEC. In response to SEC comments, the Exhibit, as re-filed, restores certain portions that had previously been redacted. Nothing in the OriginalForm 10-Q is being amended other than the re-filing of the Exhibit as described above.
As required byRule 12b-15 under the Securities Exchange Act of 1934, as amended, Section 302 certifications are also filed as exhibits to this Amendment.
This Amendment should be read in conjunction with the OriginalForm 10-Q and the Company’s other filings with the SEC. Except as stated herein, this Amendment does not reflect events that occurred after the filing of the OriginalForm 10-Q and no attempt has been made in this Amendment to modify or update other disclosures as presented in the OriginalForm 10-Q.
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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.
Five Prime Therapeutics, Inc. (Registrant) | ||||
Date: August 26, 2014 | /s/ Lewis T. Williams | |||
Lewis T. Williams President and Chief Executive Officer (Principal Executive Officer) | ||||
Date: August 26, 2014 | /s/ Marc L. Belsky | |||
Marc L. Belsky Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||||
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EXHIBIT INDEX
Exhibit | Description | |
| 3.1 | Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report onForm 8-K (FileNo. 001-36070), as filed with the SEC on September 23, 2013). | |
| 3.2 | Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.4 to the Company’s Registration Statement onForm S-1 (FileNo. 333-190194), as filed with the SEC on July 26, 2013). | |
| 4.1 | Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement onForm S-1 (FileNo. 333-190194), as filed with the SEC on September 4, 2013). | |
| 10.1*† | Research Collaboration and License Agreement, dated as of March 14, 2014, by and between the Company and Bristol-Myers Squibb Company. | |
| 31.1* | Certification of Principal Executive Officer pursuant toRules 13a-14(a) and15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. | |
| 31.2* | Certification of Principal Financial Officer pursuant toRules 13a-14(a) and15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. | |
| 32.1^ | Certifications 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^ | Certifications 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. | |
| 101**^ | Financial statements from the Quarterly Report onForm 10-Q of the Company for the quarter ended March 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Stockholders’ Deficit, (iv) the Consolidated Statements of Cash Flow and (v) Notes to Consolidated Financial Statements. | |
| * | Filed herewith. |
| ** | Pursuant to Rule 406T ofRegulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
| ^ | Previously filed or furnished with the OriginalForm 10-Q. |
| † | Registrant has requested confidential treatment for certain portions of this exhibit. This exhibit omits the information subject to this confidentiality request. Omitted portions have been filed separately with the SEC. |
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