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 Rule12b-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 Form10-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 “Rule10b5-1
trading arrangement” as defined in Item 408(a) of RegulationS-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 Rule12b-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 Rule13a-14(a)
or15d-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 RegulationS-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 trading plan and a member of our board of directors adopted a Rule trading plan, each as set forth in the table below.
10b5-1
10b5-1
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) |
| (2) | “Non-Rule 10b5-1 S-K |
| (3) | Represents the termination of a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) |
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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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