UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended January 31, 2015
or
| ¨ | 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: 000-55330
LIGHTLAKE THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)
| Nevada | 46-4744124 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 445 Park Avenue, 9th Floor, New York, NY | 10022 |
| (Address of principal executive offices) | (Zip Code) |
(212) 829-5546
(Registrant’s telephone number, including area code)
96-98 Baker Street, First Floor, London, England W1U 6TJ
44 (0) 203 617 8739
(Former name, former address and former fiscal year, if changed since last report)
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 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 xNo ¨
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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:
Large Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated Filer ¨ (Do not check if a smaller reporting company) Smaller Reporting Company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock: As of March 12, 2015, there were 1,827,562 shares, $0.001 par value per share, of common stock outstanding.
EXPLANATORY NOTE
Lightlake Therapeutics Inc. (also referred to as the “Company,” “we,” or “our”) is filing this amendment (Amendment No. 1) to the Quarterly Report on Form 10-Q for the quarter ended January 31, 2015 (the “January 2015 Form 10-Q”), originally filed with the Securities and Exchange Commission on March 17, 2015, for the sole purpose of providing revised copies of Exhibits 10.1 and 10.2 to restore certain information that was previously omitted from Exhibits 10.1 and 10.2 pursuant to a request for confidential treatment. All other items of the January 2015 Form 10-Q are unaffected by the change described above and have been omitted from this Amendment No. 1.
| Item 6. | Exhibits |
The Exhibit Index listed under Item 6 of Part II of the January 2015 Form 10-Q is hereby amended such that Exhibits 10.1 and 10.2 are replaced in their entirety by the documents attached as exhibits to this Amendment No. 1, which are hereby included as exhibits to the January 2015 Form 10-Q.
Exhibit Number | Exhibit Title | |
| 10.1+* | License Agreement between Lightlake Therapeutics Inc. and Adapt Pharma Operations Limited, dated as of December 15, 2014. | |
| 10.2+* | Material Transfer, Option and Research License Agreement between Lightlake Therapeutics Inc. and Aegis Therapeutics, LLC, dated as of December 1, 2014, as amended December 16, 2014. | |
| 31.1* | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1** | Certification of Principal 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** | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS*** | XBRL Instance Document | |
| 101.SCH*** | XBRL Taxonomy Schema | |
| 101.CAL*** | XBRL Taxonomy Calculation Linkbase | |
| 101.DEF*** | XBRL Taxonomy Definition Linkbase | |
| 101.LAB*** | XBRL Taxonomy Label Linkbase | |
| 101.PRE*** | XBRL Taxonomy Presentation Linkbase |
+ Confidential Treatment Requested. Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
* Filed herewith.
** Previously furnished.
*** Previously filed.
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.
| LIGHTLAKE THERAPEUTICS INC. | |||
| Date: November 19, 2015 | By: | /s/ Dr. Roger Crystal | |
| Name: Dr. Roger Crystal | |||
| Title: Chief Executive Officer, President and Director | |||
| (Principal Executive Officer) | |||
| Date: November 19, 2015 | By: | /s/ Kevin Pollack | |
| Name: Kevin Pollack | |||
| Title: Chief Financial Officer and Director | |||
| (Principal Financial and Accounting Officer) |
