SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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 March 31, 2015
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 001-37382
FENIX PARTS, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 46-4421625 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
One Westbrook Corporate Center, Suite 920 Westchester, Illinois | 60154 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (630) 480-6413
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 ¨ No x
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 and 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 non-accelerated filer. 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 | ¨ | |||
| Non-accelerated filer | x | 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
At June 29, 2015, the registrant had issued and outstanding an aggregate of 19,706,673 shares of Common Stock.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 (the “Form 10-Q”), as filed with the Securities and Exchange Commission on June 29, 2015, is to furnish Exhibit 101 to theForm 10-Q which contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements and notes included in Part 1, Item 1 of the Form 10-Q. As permitted by Rule 405(a)(2)(ii) ofRegulation S-T, Exhibit 101 was required to be furnished by amendment within 30 days of the original filing date of theForm 10-Q.
No changes have been made to the Form 10-Q other than the furnishing of Exhibit 101 described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way the disclosures made in theForm 10-Q.
Item 6. Exhibits
See the Index to Exhibits immediately following the signature pages of this Quarterly Report on Form10-Q, which is incorporated herein by reference.
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.
| Fenix Parts, Inc. | ||||||
| Dated: July 29, 2015 | By: | /s/ Kent Robertson | ||||
| Kent Robertson | ||||||
| President and Chief Executive Officer | ||||||
| (Principal Executive Officer) | ||||||
| By: | /s/ Scott Pettit | |||||
| Scott Pettit | ||||||
| Chief Financial Officer | ||||||
| (Principal Financial Officer) | ||||||
INDEX TO EXHIBITS
Exhibit Number | Description of Exhibit | |
| 31.1* | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32** | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS*** | XBRL Instance Document. | |
| 101.SCH*** | XBRL Taxonomy Extension Schema Document. | |
| 101.CAL*** | XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF*** | XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB*** | XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE*** | XBRL Taxonomy Extension Presentation Linkbase Document. | |
| * | Previously filed as an exhibit to the Quarterly Report on Form 10-Q of Fenix Parts, Inc. for the period ended March 31, 2015 |
| ** | Previously furnished as an exhibit to the Quarterly Report on Form 10-Q of Fenix Parts, Inc. for the period ended March 31, 2015 |
| *** | Filed herewith in accordance with the 30-day grace period provided by Rule 405(a)(2)(ii) of Regulation S-T |