UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM10-Q/A
(Amendment No. 1)
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2019
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:001-38958
Karuna Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 27-0605902 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
33 Arch Street, Suite 3110 Boston, Massachusetts | 02110 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code:(857) 449-2244
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, $0.0001 par value per share | KRTX | Nasdaq Global Market |
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 RegulationS-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 ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, 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 Rule12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 8, 2019, the registrant had 23,412,754 shares of common stock, $0.0001 par value per share, outstanding.
EXPLANATORY NOTE
This Amendment No. 1 on Form10-Q/A (this “Amendment”) of Karuna Therapeutics, Inc. (the “Company”) amends the Company’s quarterly report on Form10-Q for the fiscal quarter ended June 30, 2019, as filed with the Securities and Exchange Commission (the “SEC”) on August 8, 2019 (the “Form10-Q”), and is being filed solely to correct hyperlink errors on Exhibits 3.1 and 3.2, which were incorporated by reference to the Form10-Q.
No revisions or changes are made to the Company’s financial statements or notes thereto, and no changes are made to any other portion of the Form10-Q or any other disclosure contained in the Form10-Q.
In addition, as required by Rule12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment.
PART II—OTHER INFORMATION
Item 6. Exhibits.
| * | Furnished with the original Form10-Q. XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KARUNA THERAPEUTICS, INC. | ||||||
| Dated: August 8, 2019 | By: | /s/ Steven Paul, M.D. | ||||
Steven Paul, M.D. Chief Executive Officer, President and Chairman (principal executive officer) | ||||||
| Dated: August 8, 2019 | By: | /s/ Troy Ignelzi | ||||
Troy Ignelzi Chief Financial Officer (principal financial officer) | ||||||
