UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2014
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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: 001-35285
Biota Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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59-1212264 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
2500 Northwinds Parkway, Suite 100, Alpharetta, GA 30009
(Address of principal executive offices, including zip code)
(678) 221 3343
(Registrant’s telephone number, including area code)
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 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). Yes ☒ No ☐
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.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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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 $0.10 per share at May 12, 2014 was 35,095,161 shares.
Explanatory Note
This amendment to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (“Form 10-Q/A”), initially filed with the United States Securities and Exchange Commission on May 12, 2014, is being filed for the sole purpose of amending Part II – Item 6 of the Quarterly Report on Form 10-Q and refiling Exhibit 32.1 to correct certain clerical errors. No other changes have been made to the Quarterly Report on Form 10-Q and this amendment does not reflect events that may have occurred subsequent to the original filing time.
Pursuant to Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, this Form 10-Q/A also contains a new certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Form 10-Q/A and this Form 10-Q/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certification have been omitted.
PART II – OTHER INFORMATION
Item 6. Exhibits
The exhibits to this report are listed in the Exhibit Index, which is incorporated into this Item 6 by reference.
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.
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Biota Pharmaceuticals, Inc. |
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Date: June 19, 2014 |
By: |
/s/ Russell H Plumb |
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Russell H Plumb |
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President and Chief Executive Officer |
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(Principal Executive Officer and Principal Financial Officer) |
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By: |
/s/ Peter Azzarello |
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Peter Azzarello |
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Vice President of Finance and Chief Accounting Officer |
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EXHIBIT INDEX
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Incorporation by Reference | |||||||
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Exhibit |
Exhibit Title |
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File No. |
Date Filed | |||||
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31.1* |
Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended |
X |
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32.1* |
Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350 |
X |
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101** |
The following materials from the Biota Pharmaceuticals, Inc. Quarterly Report on Form 10-Q for the period ended March 31 1, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets as of March 31, 2014 and June 30, 2013, (ii) the Condensed Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 2014, and March 31, 2013, (iii) the Condensed Statements of Stockholders’ Equity for the Nine Months Ended March 31, 2014, (iv) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2014, and March 31, 2013, and (v) Notes to Condensed Consolidated Financial Statements |
X |
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* This certification is being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of Biota Pharmaceuticals, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.
** Previously furnished. Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Exhibit 31.1
Rule 13a-14(a)/15d-14(a) Certification
I, Russell H Plumb, certify that:
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I have reviewed this quarterly report on Form 10-Q/A of Biota Pharmaceuticals, Inc.; and |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
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Dated: June 19, 2014 |
By: |
/s/ Russell H Plumb |
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Russell H Plumb |
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Chief Executive Officer and President |
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(Principal Executive Officer and Principal Financial Officer) |
Exhibit 32.1
SECTION 1350 CERTIFICATION
In connection with the Quarterly Report on Form 10-Q of Biota Pharmaceuticals, Inc. (“the Company”) for the quarterly period ended March 31, 2014 (the “Report”), the undersigned officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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Dated: May 12, 2014 |
By: |
/s/ Russell H Plumb |
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Russell H Plumb |
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Chief Executive Officer and President |
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(Principal Executive Officer and Principal Financial Officer) |