Amended Annual Report (10-k/a)
August 18 2016 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2015
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Commission File Number: 001-36483
SIGNAL GENETICS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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47-1187261
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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5740 Fleet Street, Carlsbad, California
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92008
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code:
(760) 537-4100
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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The NASDAQ Capital Market
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Securities registered pursuant to Section 12(g) of the
Act: None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ☒
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 definitions of “large
accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company filer
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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 aggregate market value of the voting stock held by
non-affiliates of the registrant, based upon the closing sale price of the Common Stock on June 30, 2015 as reported on The NASDAQ
Capital Market, was $11.6 million. Shares of Common Stock held by each executive officer and director and by each person who owns
10% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other purposes.
As of March 15, 2016, there were 10,709,080 shares of
the registrant's Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
Signal Genetics, Inc. (the “Company”) is filing this
Amendment No. 1 on Form 10-K/A (this “Amendment No.1”) to its Annual Report on Form 10-K for the fiscal year ended
December 31, 2015, originally filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2016 (the
“Original Form 10-K”), to add the internal control over financial reporting language in the introductory portion of
paragraph 4 and 4(b) of the certifications of its principal executive officer and principal financial officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This language was inadvertently omitted from
the Section 302 Certifications attached to the Original Form 10-K. Because no financial statements are contained within this Amendment
No.1, paragraph 3 of the Section 302 Certifications has been omitted. The corrected Section 302 Certifications are attached to
this Amendment No. l as Exhibits 31.1 and 31.2.
Except as described above, no other changes have been made to the
Original Form 10-K. Except as otherwise indicated herein, this Amendment No.1 continues to speak as of the date of the Original
Form 10-K, and the Company has not updated the disclosures contained therein to reflect any events that occurred subsequent to
the date of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K
and the Company’s filings made with the SEC subsequent to the filing of the Original Form 10-K. The filing of this Amendment
No. 1 is not an admission that the Original Form 10-K, when filed, included any untrue statement of a material fact or omitted
to state a material fact necessary to make a statement not misleading.
PART IV
Item 15. Exhibits and Financial Statement Schedules
Exhibit
Number
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Description of Exhibit
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31.1*
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Certification of Principal Executive Officer pursuant to Rule13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended.
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31.2*
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Certification of Principal Financial Officer pursuant to Rule13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: August 18, 2016
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SIGNAL GENETICS, INC.
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By:
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/s/ Samuel D. Riccitelli
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Samuel D. Riccitelli, President
and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number
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Description of Exhibit
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31.1*
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Certification of Principal Executive Officer pursuant to Rule13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended.
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31.2*
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Certification of Principal Financial Officer pursuant to Rule13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended.
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