SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 2022
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: 1-37721
Acacia Research Corporation
(Name of registrant as specified in its charter)
| Delaware | 95-4405754 |
| (State or other jurisdiction of Incorporation or Organization) | (I.R.S. Employer identification No.) |
| 767 Third Avenue, | |
| 6th Floor | |
| New York, | |
| NY | 10017 |
| (Address of principal executive offices) | (Zip Code) |
(332) 236-8500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Common Stock | ACTG | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) 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 (§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, 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 ☒
The number of shares outstanding of the registrant’s common stock, par value $0.001 per share, as of November 7, 2022, was 43,540,276.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 (this “Amendment”) to the Acacia Research Corporation Quarterly Report on Form 10-Q (the “Original Form 10-Q”) for the period ended September 30, 2022, as filed with the Securities and Exchange Commission (the “SEC”) on November 10, 2022, is to correct certain clerical errors in the certifications of our Principal Executive Officer and Principal Financial Officer in Exhibits 31.1, 31.2, 32.1 and 32.2, previously included with the Original Form 10-Q.
This Amendment contains only the cover page, the Explanatory Note, Item 6. Exhibits, the Signature Page and the corrected officer certifications identified above. Except as described above, no other changes have been made to the Original Form 10-Q.
This Amendment does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the Original Form 10-Q. Accordingly, this Amendment should be read in conjunction with the Original Form 10-Q and our other filings with the SEC.
ITEM 6. EXHIBITS
_________________________
| † | The certifications attached as Exhibits 32.1 and 32.2 that accompany this Amendment pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the Registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in any such filing. |
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.
| | ACACIA RESEARCH CORPORATION |
| | |
| Date: November 14, 2022 | /s/ Martin D. McNulty Jr. |
| | By: Martin D. McNulty Jr. |
| | Interim Chief Executive Officer (Principal Executive Officer and Duly Authorized Signatory) |
| | |
| Date: November 14, 2022 | /s/ Richard Rosenstein |
| | By: Richard Rosenstein |
| | Chief Financial Officer (Principal Financial Officer) |
