UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
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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 000-51820
ALEXZA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 77-0567768 |
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(State or other Jurisdiction of
Incorporation or Organization) | | (IRS Employer
Identification No.) |
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2091 Stierlin Court
Mountain View, California | | 94043 |
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| (Address of principal executive offices) | | (Zip Code) |
(Registrant’s telephone number, including area code):(650) 944-7000
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
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):
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| Large accelerated filero | | Accelerated filerþ | | Non-accelerated filero
(Do not check if a smaller reporting company) | | 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
Total number of shares of common stock outstanding as of May 1, 2009: 33,204,234.
Explanatory Note
Alexza Pharmaceuticals, Inc. (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009 (the “Form 10-Q”). This Amendment No. 1 to Quarterly Report on Form 10-Q/A (this “Amendment”) is being filed solely to amend and restate Part II, Item 2 of the Form 10-Q. Also attached to this Amendment is an Exhibit Index disclosing the filing of the certifications required to be filed as exhibits to this Amendment, as well as such certifications. Unaffected items have not been repeated in this Amendment. Except as described above, this Amendment does not reflect events occurring after the filing of the original Form 10-Q and no revisions are being made pursuant to this Amendment to the Company’s financial statements or any other disclosure contained in the Form 10-Q.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Equity Securities
Between February 10, 2009, and March 27, 2009 (the date of the filing of our Current Report on Form 8-K), we issued an aggregate of 14,699 shares of common stock that were not registered under the Securities Act of 1933 to our employees pursuant to the exercise of stock options for cash consideration with aggregate exercise proceeds of approximately $18,800. As previously disclosed in the Form 10-Q, the Company failed to timely file a current report on Form 8-K in February 2009. As a result of the failure to timely file the report, the Company’s Registration Statement on Form S-8 was unavailable for registration of the shares issued pursuant to the option exercises described above at the time of the exercises. Consequently, the Company may be deemed to have inadvertently failed to register these shares. The failure to register the shares issued pursuant to the option exercises was inadvertent, and the Company has treated the shares issued under the option plan as outstanding for financial reporting purposes. Consequently, the unregistered transactions do not represent additional dilution. In addition, the Company believes that it has provided the employees exercising the options with the same information they would have received if the registration statement had been available at the time of exercise.
Use of Proceeds from the Sale of Registered Securities
None.
Item 6. Exhibits
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| | 31.1 | | | Certification required by Rule 13a-14(a) or Rule 15d-14(a). |
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| | 31.2 | | | Certification required by Rule 13a-14(a) or Rule 15d-14(a). |
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| | 32.1 | | | Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350). |
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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.
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| | Alexza Pharmaceuticals, Inc. | |
| | (Registrant) | |
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| June 19, 2009 | /s/ Thomas B. King | |
| | Thomas B. King | |
| | President and Chief Executive Officer | |
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| June 19, 2009 | /s/ August J. Moretti | |
| | August J. Moretti | |
| | Senior Vice President, Chief Financial Officer
and Secretary (principal financial and
accounting officer) | |
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