UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended July 31, 2012
OR
| 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: 000-51753
LIGHTLAKE THERAPEUTICS INC.
(Exact name of Registrant as specified in its charter)
| Nevada | N/A | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 86 Gloucester Place, Ground Floor Suite, London, England | W1U 6HP | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number: 44 (0) 203 617 8739 |
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained herein, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common stock was last sold as of the last business day of the registrant’s most recently completed fiscal year was $14,368,022
As of July 31, 2012, the registrant had 126,083,416 shares of common stock issued and outstanding.
EXPLANATORY NOTE - AMENDMENT
The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K for the year ended July 31, 2012 of Lightlake Therapeutics Inc. (the “Company”) filed with the Securities and Exchange Commission on October 29, 2012 (the “Form 10-K”) is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
ITEM 15. EXHIBITS
The following exhibits are included with this filing:
Exhibit Number | Description | |
| ** | 3(i) | Articles of Incorporation |
| * | 3(ii) | Bylaws |
| ** | 10.4 | Pelikin Agreement |
| ** | 10.5 | Sinclair Agreement |
| ** | 10.6 | US Patent Application |
| ** | 10.7 | European Patent |
| ** | 31.1 | CEO CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 |
| ** | 31.2 | CFO CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 |
| ** | 32.1 | CEO CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 |
| ** | 32.2 | CFO CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 |
| *** | 101.INS | XBRL Instance Document ** |
| *** | 101.SCH | XBRL Taxonomy Extension Schema Document ** |
| *** | 101.CAL | XBRL Taxonomy Extension Calculation Linkbase ** |
| *** | 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document ** |
| *** | 101.LAB | XBRL Taxonomy Extension Label Linkbase Document ** |
| *** | 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document ** |
* Incorporated by reference to our SB-2 Registration Statement filed on 1/11/07
** Previously Filed
*** Furnished herewith. Pursuant to Rule 406T of Regulation 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 Sections 11 or 12 of the Securities Act of 1933, as amended, and otherwise are not subject to liability under those sections.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| /s/ Seijin Ki | November 1, 2012 | ||
| Seijin Ki, Chief Financial Officer | Date |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on November 1, 2012.
| By: | /s/Dr.Roger Crystal | Director & Chief Executive Officer | |
| Dr. Roger Crystal | |||
| By: | /s/ Seijin Ki | Chief Financial Officer | |
| Seijin Ki | |||