ARS Pharmaceuticals (SPRY) 10-Q/A 2024 Q3 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q/A

Amendment No. 1

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

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 001-39756

ARS Pharmaceuticals, Inc.

(Exact name of Registrant as specified in its Charter)

Delaware	81-1489190
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
11682 El Camino Real, Suite 120 San Diego, California	92130
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (858)

771-9307

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	SPRY	The Nasdaq Stock Market LLC

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 ☐

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

during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ 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	☒	Smaller reporting company	☒
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 ☒

As of November 6, 2024 there were 97,185,475 shares of registrant’s common stock, $0.0001 par value per share, outstanding.

EXPLANATORY NOTE

ARS Pharmaceuticals, Inc. (the “Company”) is filing this Amendment No. 1 on Form

10-Q/A

(this “Amendment”) to its Quarterly Report on Form

10-Q

for the quarterly period ended September 30, 2024, which was originally filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2024 (the “Original Filing”) to amend Part II “Item 5. Other Information” by adding disclosure regarding a “Rule

10b5-1

trading arrangement” as defined in Item 408(a) of Regulation

S-K

that was entered into during the quarter ended September 30, 2024 by a member of the Company’s board of directors. In accordance with Rule

12b-15

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the complete text of Part II “Item 5. Other Information” as amended hereby is set forth herein.

In addition, as required by Rule

12b-15

of the Exchange Act, new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Part II “Item 6. Exhibits” hereof, pursuant to Rule

13a-14(a)

or

15d-14(a)

of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Item 307 or 308 of Regulation

S-K,

paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002, as amended), as no financial statements are being filed with this Amendment. Other than as expressly set forth herein, this Amendment does not, and does not purport to amend, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was made. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.

PART II – OTHER INFORMATION

Item 5. Other Information

During the quarter ended September 30, 2024, one of our executive officers terminated a Rule

10b5-1

trading plan and a member of our board of directors adopted a Rule

10b5-1

trading plan, each as set forth in the table below.

Type of Trading Arrangement

Name and Position

Action

Adoption/Termination Date

Rule 10b5-1 (1)

Non-Rule 10b5-1 (2)

Total Shares of Common Stock to be Sold

Expiration Date

Brian Dorsey, Chief Operating Officer

Termination

(3)

August 28, 2024

X

340,000

March 31, 2025

Laura Shawver, Director

Adoption

August 16, 2024

X

400,002

April 30, 2025

(1)  Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule   10b5-1(c)   under the Exchange Act.

(2)  “Non-Rule   10b5-1   trading arrangement” as defined in Item 408(c) of Regulation   S-K   under the Exchange Act.

(3)  Represents the termination of a trading plan intended to satisfy the affirmative defense conditions of Rule   10b5-1(c)   adopted on March 31, 2023 and amended on December 8, 2023.

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Item 6. Exhibits

Exhibit Number	Description
31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104	Cover page formatted as Inline XBRL and contained in Exhibit 101

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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.

	ARS PHARMACEUTICALS, INC.
Date: December 6, 2024	By:	/s/ Richard Lowenthal, M.S., MSEL
		Richard Lowenthal, M.S., MSEL
		President and Chief Executive Officer
		(Principal Executive Officer)
Date: December 6, 2024	By:	/s/ Kathleen D. Scott
		Kathleen D. Scott
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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