UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934. |
For the quarterly period ended September 30, 2012.
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 001-34641
FURIEX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 27-1197863 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
| | |
3900 Paramount Parkway, Suite 150 Morrisville, North Carolina | | 27560 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (919) 456-7800
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 website every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for 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 smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | | ¨ | | Accelerated filer | | x |
| 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 Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 10,015,297 shares of common stock, par value $0.001 per share, as of October 31, 2012.
EXPLANATORY NOTE
Furiex Pharmaceuticals, Inc. is filing this Amendment No. 1 on Form 10-Q/A to amend our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (the “Original Filing”), which we originally filed with the Securities and Exchange Commission on November 6, 2012. We are filing this amendment for the sole purpose of revising portions of Exhibit 10.28 to address comments we received from the Staff of the Commission in response to our confidential treatment request with respect to portions of Exhibit 10.28.
This amendment speaks as of the filing date of the Original Filing, does not reflect events occurring after the original filing date or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Original Filing or any exhibits thereto.
Part II. OTHER INFORMATION
The following is a list of exhibits filed as part of this Report on Form 10-Q/A.
Exhibit | | Description |
| 10.28† | | Amended and Restated Loan and Security Agreement dated August 2, 2012 by and among MidCap Funding III, LLC, Furiex Pharmaceuticals, Inc., APBI Holdings, LLC, Development Partners, LLC and Genupro, Inc. |
| | |
| 10.29* | | Omnibus Amendment and Reaffirmation Agreement dated August 2, 2012 by and among MidCap Funding III, LLC, Furiex Pharmaceuticals, Inc., APBI Holdings, LLC, Development Partners, LLC and Genupro, Inc. |
| | |
| 31.1 | | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
| 31.2 | | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
| 32.1 | | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
| 32.2 | | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
| 101* | | Financial information from the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2012 formatted in eXtensible Business Reporting Language (XBRL) |
| † | Confidential treatment requested for portions of this exhibit. |
| | |
| * | Filed or furnished as part of the Original Filing. |
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.
| | | FURIEX PHARMACEUTICALS, INC. |
| | | (Registrant) |
| |
| | By | /s/ Marshall H. Woodworth |
| | | Chief Financial Officer, Treasurer and Assistant Secretary (Principal Financial Officer) |
Date: February 12, 2013
