UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM10-Q/A
Amendment No. 1
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended September 30, 2016
or
| ☐ | TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from to
Commission File Number:001-36561
Immune Design Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 26-2007174 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
1616 Eastlake Ave. E., Suite 310
Seattle, Washington 98102
(206)682-0645
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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 ☒ 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 RegulationS-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 ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule12b-2) Yes ☐ No ☒
As of November 7, 2016, the number of outstanding shares of the registrant’s common stock was 25,409,177.
EXPLANATORY NOTE
Immune Design Corp. (the “Company”) is filing this Amendment No. 1on Form 10-Q/A (this “Amendment”) tore-file Exhibit 10.1 (the “Exhibit”) that was filed with the Company’s Quarterly Reporton Form 10-Q for the quarter ended September 30, 2016, as originally filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2016 (the“Original Form 10-Q”). The Exhibit redacted certain provisions in accordance with the Company’s application for confidential treatment with the SEC. In response to SEC comments, the Exhibit, asre-filed, restores certain portions that had previously been redacted. Nothing in theOriginal Form 10-Q is being amended other than there-filing of the Exhibit as described above.
As requiredby Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Section 302 certifications are also filed as exhibits to this Amendment.
This Amendment should be read in conjunction with theOriginal Form 10-Q and the Company’s other filings with the SEC. Except as stated herein, this Amendment does not reflect events that occurred after the filing of theOriginal Form 10-Q, and no attempt has been made in this Amendment to modify or update other disclosures as presented in theOriginal Form 10-Q.
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.
| Immune Design Corp. | ||||
| (Registrant) | ||||
| Date: May 3, 2017 | /s/ Carlos Paya, M.D., Ph.D. | |||
Carlos Paya, M.D., Ph.D. President and Chief Executive Officer (Principal Executive Officer) | ||||
| Date: May 3, 2017 | /s/ Stephen Brady | |||
Stephen Brady Executive Vice President, Strategy & Finance (Principal Accounting Officer and Principal Financial Officer) | ||||
EXHIBIT INDEX
Exhibit No. | Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form8-K, as filed with the SEC on July 29, 2014). | |
| 3.2 | Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.4 to the Company’s Registration Statement on FormS-1 (FileNo. 333-196979), as filed with the SEC on June 23, 2014). | |
| 4.1 | Specimen Common Stock Certificate of the Company (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on FormS-1 (FileNo. 333-196979), as filed with the SEC on June 23, 2014). | |
| 10.1† | License Agreement, by and between the Company and Aventis Inc., dated August 6, 2014. | |
| 10.2^ | Executive Employment Agreement, by and between the Company and Sergey Yurasov, M.D., Ph.D., dated September 30, 2016. | |
| 31.1 | Certification of Principal Executive Officer pursuant to Rules13a-14(a) and15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. | |
| 31.2 | Certification of Principal Financial Officer pursuant to Rules13a-14(a) and15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. | |
| 32.1*^ | Certifications of Chief 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*^ | Certifications 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^ | Financial statements from the Quarterly Report on Form10-Q of Immune Design Corp. for the quarter ended September 30, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss); (iii) the Condensed Consolidated Statements of Cash Flow; and (iv) Notes to Condensed Consolidated Financial Statements. | |
| * | Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form10-Q), irrespective of any general incorporation language contained in such filing. |
| † | Registrant has requested confidential treatment for certain portions of this exhibit. This exhibit omits the information subject to this confidentiality request. Omitted portions have been filed separately with the SEC. |
| ^ | Previously filed or furnished with the Original Form10-Q. |
