UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-Q/A
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020
Commission File Number:000-52607
Universal Biosensors, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 98-0424072 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
Universal Biosensors, Inc. 1 Corporate Avenue, Rowville, 3178, Victoria Australia | Not Applicable | |
| (Address of principal executive offices) | (Zip Code) | |
Telephone: +61 3 9213 9000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) 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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act:
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||
| Non-Accelerated Filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 177,571,854 shares of Common Stock, U.S.$0.0001 par value, outstanding as of April 24, 2020.
EXPLANATORY NOTE
On April 24, 2020, Universal Biosensors, Inc. (“UBI”) filed its Quarterly Report on Form10-Q for the quarterly period ended March 31, 2020 (the “Original Report”) with the Securities and Exchange Commission. UBI is filing this Form10-Q/A (this“10-Q/A”) to correct an inadvertent ommision in Part II, Item 5 of the Original Report. This10-Q/A correctly reflects other information inadvertently omitted from the Original Report, as required by Part II, Item 5 of Form10-Q, due to UBI’s failure to timely file a Current Report on Form8-K, as required by Item 5.02 of Form8-K, during the quarterly period ended March 31, 2020. Pursuant toRule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this10-Q/A contains the complete text of Part II, Item 5, as amended.
Unless otherwise noted, references on this Form10-Q/A to “Universal Biosensors”, the “Company,” “Group,” “we,” “our” or “us” means Universal Biosensors, Inc. (“UBI”) a Delaware corporation and, when applicable, its wholly owned Australian operating subsidiary, Universal Biosensors Pty Ltd (“UBS”) and UBS’ wholly owned Canadian operating subsidiary, Hemostasis Reference Laboratory Inc. (“HRL”). Unless otherwise noted, all references in this Form10-Q to “$”, “A$” or “dollars” and dollar amounts are references to Australian dollars. References to “US$” are references to United States dollars. References to “CAD$” are references to Canadian dollars.
In addition, as required byRule 12b-15 under the Exchange Act, certifications by UBI’s principal executive officer and principal financial officer pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to thisForm 10-Q/A. Because no financial statements have been included in thisForm 10-Q/A and thisForm 10-Q/A does not contain or amend any disclosure with respect to Items 307 and 308 ofRegulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. We are not including the certifications under Section 906 of Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Form10-Q/A.
Except as described above and in Part II, Item 5 of the10-Q/A, we have not modified or updated other disclosures presented in, or exhibits to, the Original Report. This10-Q/A does not amend, update or change the financial statements or other disclosures in the Original Report and does not reflect events occurring after the filing of the Original Report. This10-Q/A should be read in conjunction with our other filings with the SEC subsequent to the filing of the Original Report.
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| ITEM 5 | OTHER INFORMATION |
Appointment of Chief Executive Officer
On March 3, 2020, the Board appointed John Sharman as Chief Executive Officer of UBI commencing no later than July 4, 2020. Mr. Sharman has over 20 years of business experience in corporate finance, banking, private equity and senior public company roles. Prior to joining UBI, Mr. Sharman, age 53 served as Chief Executive Officer of Medical Developments International Ltd., a pharma and medical device company listed on the Australian Securities Exchange (“ASX”), for the past 10 years. Mr. Sharman holds a Bachelor of Economics, a Master of Applied Finance, and is a qualified Chartered Accountant.
Executive Service Agreement
On March 3, 2020, Mr. Sharman entered into an Executive Service Agreement with UBS (the “Executive Service Agreement”). Under the terms of the Executive Services Agreement, among other things, Mr. Sharman will earn a salary of A$480,000 per year and will participate in UBI’s employee option plan.
UBI or Mr. Sharman may terminate his employment by providing the other party with 6 months’ notice (or payment in lieu), except that UBI may summarily terminate Mr. Sharman’s employment without notice in certain circumstances. For up to twelve months following the termination of employment with UBI, Mr. Sharman must not be involved in any business that competes with UBI, or entice any client, prospective client, supplier, employee, contractor or agent of UBI to discontinue their relationship with UBI.
UBI failed to file a Current Report on Form8-K disclosing the foregoing. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Executive Service Agreement, which is filed as Exhibit 10.1 to this10-Q/A and is incorporated by reference herein.
| ITEM 6 | EXHIBITS |
The following exhibits are filed herewith:
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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.
UNIVERSAL BIOSENSORS, INC. (Registrant) | ||||||
| By: | /s/ Salesh Balak | |||||
| Date: May 1, 2020 | Salesh Balak | |||||
| Interim Principal Executive Officer | ||||||
| By: | /s/ Salesh Balak | |||||
| Date: May 1, 2020 | Salesh Balak | |||||
| Principal Financial Officer | ||||||
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