UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[Amendment No. 1]
(Mark One)
x | Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 |
For the Fiscal Year Ended December 31, 2015
o | 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: 000-54001
PROTECT PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada | 27-1877179 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
2681 Parleys Way, Suite 204, Salt Lake City, UT 84109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 322-3401
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.005 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨
No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨
No x
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
¨
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company x |
(Do not check if a 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
The aggregate market value of the voting stock held by non-affiliates of the registrant based on the closing sales price, or the average bid and asked price on such stock, as of June 30, 2015, the last business day of the registrant’s most recently completed second quarter, was $55,488. Shares of the registrant’s common stock held by each executive officer and director and by each entity or person that, to the registrant’s knowledge, owned 10% or more of registrant’s outstanding common stock as of June 30, 2014 have been excluded in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares of the registrant’s common stock outstanding as of June 2, 2016 was 1,111,460.
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in Part IV, Item 15.
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PROTECT PHARMACEUTICAL CORPORATION
FORM 10-K/A
EXPLANATORY NOTE
This Amendment No. 1 to the Form 10-K for Protect Pharmaceutical Corporation amends the Form 10-K for the year ended December 31, 2015, originally filed with the SEC on April 14, 2016. This Amended Form 10-K/A is being filed solely to revise certain portions of “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” which inadvertently included certain errors as to the number of shares held by officers and directors. No other material changes or additions are being made hereby except to update the report as necessary.
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
The following table sets forth information regarding the beneficial ownership of our shares of common stock by:
● each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
● each of our directors;
● our executive officers; and
● by all directors and executive officers as a group.
Beneficial ownership is determined in accordance with SEC rules. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or will become exercisable within 60 days after the date of this report, are deemed outstanding, but those shares are not deemed outstanding for purposes of computing percentage ownership of any other person. The number and percentage of shares beneficially owned are based on 1,111,460 shares of common stock outstanding as of June 2, 2016 and reflects the reverse stock split effected in November 2014. Each person named in the table has sole voting and investment power with respect to all shares shown as beneficially owned by that person, subject to community property laws, where applicable.
Name and Address |
| Amount and Nature of |
|
| Percent |
| |||
of Beneficial Owner |
| Beneficial Ownership |
|
| of Class(1) |
| |||
Directors and Executive Officers |
|
|
|
|
|
| |||
Geoff Williams | 2,286 | 0.21 % | |||||||
2681 East Parleys Way, Suite 204 | |||||||||
Salt Lake City, UT 84109 | |||||||||
5% Stockholders | |||||||||
Edward F. Cowle |
|
| 102,750 |
|
|
| 9.2% | ||
70 Garth Road, Apt. 4A |
|
|
|
|
|
| |||
Scarsdale, NY 10583 |
|
|
|
|
|
| |||
H. Deworth Williams |
|
| 937,063 |
|
|
| 84.3% | ||
2681 East Parleys Way, Suite 204 |
|
|
|
|
|
| |||
Salt Lake City, UT 84109 |
|
|
|
|
|
| |||
All directors and officers |
|
| 2,286 |
|
| 0.21% | |||
a group (3 persons) |
|
|
|
|
|
|
|
| |
| Note: | Unless otherwise indicated, we have been advised that each person above has sole voting power over the shares indicated above. |
| (1) | Based upon 1,111,460 shares of common stock outstanding on June 2, 2016. |
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PART IV
Item 15. | Exhibits, Financial Statement Schedules (a) Exhibits
|
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| Protect Pharmaceutical Corporation | ||
|
|
| |
|
| By: | /S/ GEOFF WILLIAMS |
|
|
| Chief Operating Officer |
|
|
| Dated: June 2, 2016 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
|
|
|
|
|
/S/GEOFF WILLIAMS |
| Chief Operating Officer and director |
| June 2, 2016 |
Geoff Williams |
| Principal Executive Officer, Acting Principal Accounting Officer |
|
|
/S/RACHEL WINN | Director | June 2, 2016 | ||
Rachel Winn | ||||
|
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