FORM 10-Q/A
(Amendment No. 1)
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2014
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: 000-54361
Skyline Medical Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 33-1007393 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| 2915 Commers Drive, Suite 900 | Eagan, Minnesota 55121 | |
| (Address of principal executive offices) | (Zip Code) |
651-389-4800
(Registrant’s telephone number, including area code)
| (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.
x 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 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).
x Yes o 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 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).
¨ Yesx No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 3, 2014, the registrant had 3,021,831 shares of common stock, par value $.01 per share, outstanding, adjusted for a 1-for-75 reverse stock split effective October 24, 2014 as described in Note 1 to the Condensed Financial Statements under “Subsequent Events.” In this Report, all numbers of shares and per share amounts, as appropriate, have been restated to reflect the reverse stock split.
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Item 6. Exhibits
See the attached exhibit index.
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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.
| SKYLINE MEDICAL INC. | ||
| Date: November 13, 2014 | By: | /s/ Joshua Kornberg |
| Joshua Kornberg | ||
| President and Chief Executive Officer | ||
| Date: November 13, 2014 | By: | /s/ Bob Myers |
| Bob Myers | ||
| Chief Financial Officer |
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EXHIBIT INDEX
SKYLINE MEDICAL INC.
Form 10-Q
The quarterly period ended September 30, 2014
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation regarding reverse stock split, filed with the Delaware Secretary of State on October 20, 2014 (incorporated by reference to Form 8-K filed October 24, 2014) | |
| 4.1 | Form of Senior Convertible Note (incorporated by reference to Form 8-K filed July 24, 2014) | |
| 4.2 | Form of Warrant issued to investors of Convertible Notes (incorporated by reference to Form 8-K filed July 24, 2014) | |
| 4.3 | Form of Registration Rights Agreement with investors of Convertible Notes (incorporated by reference to Form 8-K filed July 24, 2014) | |
| 4.4 | Form of Waiver and Consent of, and Notice to, Holder of Preferred Stock of the Company (incorporated by reference to Form 8-K filed July 24, 2014) | |
| 10.1 | Form of Securities Purchase Agreement with investors in Convertible Notes (incorporated by reference to Form 8-K filed July 24, 2014) | |
| 10.2* | Settlement Agreement with Marshall Ryan dated July 17, 2014 | |
| 31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1* | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS |
XBRL Instance Document | |
| 101.SCH | XBRL Extension Schema Document | |
| 101.CAL | XBRL Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Extension Definition Linkbase Document | |
| 101.LAB | XBRL Extension Labels Linkbase Document | |
| 101.PRE | XBRL Extension Presentation Linkbase Document |
* Filed herewith.
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