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, 2020
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: 001-36199
PULMATRIX, INC.
(Exact name of registrant as specified in its charter)
Delaware | 46-1821392 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
99 Hayden Avenue, Suite 390 | ||
Lexington, MA | 02421 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (781) 357-2333
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class | Name of each exchange on which registered | |
Common Stock, par value $0.0001 per share | The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Exchange Act: None
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 Exchange 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 whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | [ ] | Accelerated filer | [ ] |
Non-accelerated filer | [X] | Smaller reporting company | [X] |
Emerging Growth Company | [ ] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [ ]
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 by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes [ ] No [X]
The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, as of June 30, 2020, the last business day of registrants most recently completed second fiscal quarter, was $43,642,977.
As of March 19, 2021, the registrant had 56,249,062 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Specified portions of Pulmatrix, Inc.’s Definitive Proxy Statement on Schedule 14A relating to the 2021 Annual Meeting of Stockholders are incorporated by reference into PART III.
EXPLANATORY NOTE
Pulmatrix, Inc. (the “Company“) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to its annual report on Form 10-K for the fiscal year ended December 31, 2020, which was originally filed with the Securities and Exchange Commission on March 23, 2021 (the “Original 10-K”).
The purpose of the Amendment is to correct a typographical error in date of the report by Marcum, LLP referenced in the Consent of Independent Registered Public Accounting Firm by Marcum, LLP, filed as Exhibit 23.1 to the Original 10-K, which referenced March 26, 2020, instead of March 23, 2021. No other changes were made to the Consent of Independent Registered Public Accounting Firm by Marcum, LLP other than the correction of the date of its report. Except as otherwise expressly noted herein, this Amendment does not amend or otherwise update any other information in our Original 10-K. Accordingly, this Amendment should be read in conjunction with our Original 10-K.
PART IV
ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES. |
(a) | The following documents are filed as part of this Annual Report on Form 10-K: |
(1) | Financial Statements: |
No financial statements are filed with this Amendment No. 1. These items were included as part of the Original 10-K.
(2) | Financial Statement Schedules: |
None. Financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto.
(3) | Exhibits: |
See “Index to Exhibits” for a description of our exhibits.
Item 16. | FORM 10-K SUMMARY |
Not applicable.
INDEX TO EXHIBITS
# | Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Pulmatrix, Inc. hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission. |
* | These exhibits are management contracts |
** | Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. |
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.
PULMATRIX, INC. | ||
Date: March 26, 2021 | By: | /s/ Teofilo Raad |
Teofilo Raad | ||
Chief Executive Officer, President and Director (Principal Executive Officer) |
By: | /s/ Michelle S. Siegert | |
Michelle S. Siegert | ||
VP, Finance, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) |