UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 September 30, 2013
¨ | 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: 001-35405
CEMPRA, INC.
(Exact name of registrant specified in its charter)
Delaware | 2834 | 45-4440364 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
6320 Quadrangle Drive, Suite 360
Chapel Hill, NC 27517
(Address of Principal Executive Offices)
(919) 313-6601
(Telephone Number, Including Area Code)
6340 Quadrangle Drive, Suite 100
Chapel Hill, North Carolina 27517-8149
(Former name, former address and former fiscal year if changed since last report)
Securities Registered Pursuant to Section 12(b) of the Exchange Act:
Title of Each Class | Name of Exchange on which Registered | |
Common Stock, $0.001 Par Value | Nasdaq Global Market |
Securities Registered Pursuant to Section 12(g) of the Act: None
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 the 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, 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. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (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 Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of October 23, 2013 there were 33,192,972 shares of the registrant’s common stock, $0.001 par value, outstanding.
Explanatory Note
We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 to refile Exhibit 10.18. The amendment is being made to restore provisions of Exhibit 10.18 that we had originally requested be treated confidentially. The restoration of the redacted provisions is being made at the request of the staff of the Securities and Exchange Commission. No other changes have been made to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.
Item 6. | Exhibits |
Exhibit Number | Description of Document | Filed Herewith | Previously Filed | |||
10.18* | Development and Supply Agreement by and between Cempra Pharmaceuticals, Inc. and Hospira Worldwide, Inc. effective as of July 1, 2013. | X | ||||
10.19 | Amendment No. 1, effective as of September 26, 2013 to Exclusive License And Development Agreement by and between Cempra Pharmaceuticals, Inc. and Toyama Chemical Co., Ltd, dated May 8, 2013. | X | ||||
31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
32.2 | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
101 | Financials in XBRL format. | X |
* | Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC. |
1
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.
CEMPRA, INC. | ||||||
Dated: November 8, 2013 | By: | /s/ Prabhavathi Fernandes, Ph.D. | ||||
Prabhavathi Fernandes, Ph.D. | ||||||
President and Chief Executive Officer | ||||||
Dated: November 8, 2013 | By: | /s/ Mark W. Hahn | ||||
Mark W. Hahn | ||||||
Chief Financial Officer |