UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2012
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 001-35489
HOWARD BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 20-3735949 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 6011 University Blvd. Suite 370, Ellicott City, MD | 21043 | |
| (Address of principal executive offices) | (Zip Code) |
(410) 750-0020
(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 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 during to preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company in Rule 12b-2 of the Exchange Act.
| Large accelerated filer¨ | Accelerated filer¨ | |
| Non-accelerated filer¨ | Small reporting companyx |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The number of outstanding shares of common stock outstanding as of July 19, 2012.
Common Stock, $0.01 par value – 2,640,264 shares
Explanatory Note
The sole purpose of this amendment to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 (the “Form 10-Q”), originally filed with the Securities and Exchange Commission on June 27, 2012, is to furnish Exhibit 101 to the Form 10-Q, which contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements included in Part I, Item 1 of the Form 10-Q. As permitted by Rule 405(a)(2)(ii) of Regulation S-T, Exhibit 101 was required to be furnished by amendment within 30 days of the original filing date of the Form 10-Q.
No changes have been made to the Form 10-Q other than the furnishing of Exhibit 101. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.
Item 6. Exhibits
| 10.17 | Investment Agreement dated as of March 28, 2012 by and between Howard Bancorp, Inc. and Emerald Advisers, Inc.* |
| 10.18 | Investment Agreement dated as of March 28, 2012 by and between Howard Bancorp, Inc. and Battlefield Capital Management, LLC* |
| 31(a) | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – previously filed |
| 31(b) | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - previously filed |
| 32 | Certifications pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – previously filed |
| 101 | Extensible Business Reporting Language (“XBRL”) – filed herewith |
| 101.INS | XBRL Instance File |
| 101.SCH | XBRL Schema File |
| 101.CAL | XBRL Calculation File |
| 101.DEF | XBRL Definition File |
| 101.LAB | XBRL Label File |
| 101.PRE | XBRL Presentation File |
* Incorporated by reference from the registrant’s Registration Statement on Form S-1, File Number 333-178204
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.
| HOWARD BANCORP, INC. | ||
| (Registrant) | ||
| July 19, 2012 | /s/ Mary Ann Scully | |
| Date | MARY ANN SCULLY | |
| PRESIDENT AND CEO | ||
| July 19, 2012 | /s/ George C. Coffman | |
| Date | GEORGE C. COFFMAN | |
| EVP AND CFO |
