SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 2)
| ý | 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 |
Commission File Number 001-37437
XBIOTECH INC.
(Exact name of registrant as specified in charter)
| Canada | N/A |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number.) |
8201 E. Riverside Drive, Bldg. 4, Suite 100
Austin, TX 78744
(Address of principal executive offices)(Zip Code)
Telephone Number (512) 386-2900
(Registrant’s telephone number, including Area Code)
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 ý
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 that the registrant was required to submit and post such files). Yesý 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 the 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 | ý (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 ý
As of May 27, 2015, there were 31,984,963 shares of the Registrant's common stock issued and outstanding.
EXPLANATORY NOTE
The purpose of the Amendment No. 2 on Form 10-Q/A to XBiotech Inc.'s quarterly report on Form 10-Q for the period ended March 31, 2015 (the "Report") filed with the Securities and Exchange Commission ("SEC") on May 27, 2015 and amended on May 29, 2015 (collectively, the "Form 10-Q") is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.
No other changes have been made to the Form 10-Q. This Amendment No. 2 speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not beyond the amendments discussed above modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are not deemed filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
PART II. OTHER INFORMATION
Item 6. Exhibits.
| Exhibit No. | Description |
| | |
| 31.1* | Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended |
| | |
| 31.2* | Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended |
| | |
| 32.1* | Certification of Principal Executive Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350. |
| | |
| 32.2* | Certification of Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350. |
| | |
| 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 or furnished as exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed with the SEC on May 27, 2015, as amended on May 29, 2015.
**Furnished herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to its Quarterly Report on Form 10-Q/A to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | |
| Date: June 18, 2015 | | XBIOTECH INC. |
| | | By: | | /s/ John Simard |
| | | | | John Simard |
| | | | | President, Chief Executive Officer and Director (Principal Executive Officer) |
| Date: June 18, 2015 | | By: | | /s/ Queena Han |
| | | | | Queena Han |
| | | | | Vice President, Finance and Human Resources, and Secretary (Principal Financial Officer and Principal Accounting Officer) |
| | | | | |
EXHIBIT INDEX
| Exhibit No. | Description |
| | |
| 31.1* | Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended. |
| | |
| 31.2* | Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended. |
| | |
| 32.1* | Certification of Principal Executive Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350. |
| | |
| 32.2* | Certification of Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350. |
| | |
| 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 or furnished as exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed with the SEC on May 27, 2015, as amended on May 29, 2015.
**Furnished herewith.
