United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark one)
| þ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended March 31, 2009 | |
| o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
| For the transition period from ________________ to ___________ . | |
| Commission File Number:001-32949 |
JAVELIN PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 88-0471759 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
125 CambridgePark Drive, Cambridge, MA 02140
(Address of principal executive offices) (Zip Code)
Issuer’s telephone number:(617) 349-4500
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 past 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 þ Noo
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).Yeso Noo
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. (Check one):
Large accelerated filero Accelerated filer þ Non-accelerated filero Smaller reporting companyo
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yeso No þ
At May 1, 2009, 60,649,358 shares of the Registrant’s Common Stock, par value $0.001, were outstanding.
EXPLANATORY NOTE
Javelin Pharmaceuticals, Inc. (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009 (the “Form 10-Q”) as an exhibit-only filing in response to comments received from the Securities and Exchange Commission regarding a request for confidential treatment of certain portions of Exhibit 10.1 originally filed with the Form 10-Q. This Amendment No. 1 to Quarterly Report on Form 10-Q/A (this “Amendment”) is being filed solely to re-file Exhibit 10.1 and to amend and restate the Exhibit Index included in the Form 10-Q. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.
Except as described above, this Amendment does not reflect events occurring after the filing of the original Form 10-Q and no revisions are being made pursuant to this Amendment to the Company’s financial statements or any other disclosure contained in the Form 10-Q.
PART II. OTHER INFORMATION
Item 6. Exhibits
The exhibits required by this item are set forth in the Exhibit Index attached hereto.
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 thereunto duly authorized.
| JAVELIN PHARMACEUTICALS, INC. | |||
| Date: August 17, 2009 | By: | /s/ Martin J. Driscoll | |
| Martin J. Driscoll | |||
| Chief Executive Officer | |||
| Date: August 17, 2009 | By: | /s/ Stephen J. Tulipano | |
| Stephen J. Tulipano | |||
| Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit | |||
| No. | Description | ||
| 10.1 | *(1) | License and Commercialization Agreement dated January 15, 2009 between Javelin Pharmaceuticals, Inc. and Therabel Pharma N.V. | |
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| 31.1 | (2) | Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended | |
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| 31.2 | (2) | Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended. | |
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| 31.3 | * | Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended. | |
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| 31.4 | * | Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended. | |
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| 32.1 | (3) | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
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| 32.2 | (3) | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| * Filed herewith. | |||
| (1) | Portions of this exhibit have been omitted pursuant to a grant of confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and the omitted material has been separately filed with the Securities and Exchange Commission. |
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| (2) | Previously filed with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009. |
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| (3) | Previously furnished with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009. |
