UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 2)
| (Mark One) |
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| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| | For the quarterly period ended September 30, 2011 |
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| | Or |
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| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| | For the transition period from __________ to ___________ |
Commission File Number: 333-128226
INTELLECT NEUROSCIENCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 20-2777006 |
| (State or Other Jurisdiction of | (I.R.S. Employer |
| Incorporation) | Identification Number) |
| | |
| 45 West 36th Street | |
| New York, New York | 10018 |
| (Address of Principal Executive Offices) | (Zip Code) |
(212) 448-9300
(Registrant’s Telephone Number, Including Area Code)
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 checkmark whether the Registrant has submitted electronically and posted on its corporate website, if any, any Interactive Data File required to be submitted and posted pursuant to Rule 405 of regulation S-T (Section 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 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 | Accelerated filer | Non-accelerated filer | Smaller reporting company x |
| | | (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 No x
The registrant had 74,751,143 shares of Common Stock, par value $.001 per share, outstanding as of November 10, 2011.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 2 on Form 10-Q/A (this “Amendment No. 2”) to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011, as filed with the Securities and Exchange Commission on November 8, 2011 and amended on November 10, 2011 (the “Form 10-Q”), is to furnish the interactive data files in accordance with Rule 405 of Regulation S–T.
Except as described above, no other changes have been made to the Form 10-Q. This Amendment No. 2 does not reflect any event that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.
ITEM 6. EXHIBITS
| 10.1†* | | Exclusive License Agreement, dated as of September 29, 2011 by and among Intellect Neurosciences, Inc., Intellect USA, Inc., and ViroPharma Incorporated |
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| 10.2†* | | Amended and Restated License Agreement, dated as of September 29, 2011 by and among New York University, The South Alabama Medical Science Foundation, and Intellect USA, Inc. |
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| 31.1* | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 31.2* | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 32.1* | | Certification of Chief Executive Officer pursuant to Rule 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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| 32.2* | | Certification of Chief Financial Officer pursuant to Rule 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS** | | XBRL Instance Document |
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| 101.SCH** | | XBRL Taxonomy Extension Schema Document |
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| 101.CAL** | | XBRL Taxonomy Extension Calculation Linkbase |
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| 101.LAB** | | XBRL Taxonomy Extension Label Linkbase |
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| 101.PRE** | | XBRL Taxonomy Extension Presentation Linkbase |
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| 101.DEF** | | XBRL Taxonomy Extension Definition Linkbase |
† Certain portions of the exhibit have been omitted pursuant to a confidential treatment request filed separately with the Securities and Exchange Commission.
* Previously filed.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| December 2, 2011 | | Intellect Neurosciences, Inc. | |
| | | | |
| | | /s/ Daniel Chain | |
| | | Daniel Chain | |
| | | Chief Executive Officer | |
| | | | |
| | | / s/ Elliot Maza | |
| | | Elliot Maza | |
| | | Chief Financial Officer | |
