Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - VERTICAL HEALTH SOLUTIONS INC | Financial_Report.xls |
| EX-31.2 - EX-31.2 - VERTICAL HEALTH SOLUTIONS INC | a11-20651_1ex31d2.htm |
| EX-31.1 - EX-31.1 - VERTICAL HEALTH SOLUTIONS INC | a11-20651_1ex31d1.htm |
| EX-32.1 - EX-32.1 - VERTICAL HEALTH SOLUTIONS INC | a11-20651_1ex32d1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
or
o 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: 001-31275
VERTICAL HEALTH SOLUTIONS, INC.
(Exact name of Registrant as specified in its charter)
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Florida |
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59-3635262 |
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(State or other jurisdiction of |
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(I.R.S. Employer Identification No.) |
7760 France Avenue South, 11th Floor, Minneapolis, MN 55435
(Address of principal executive offices) (Zip Code)
(612) 568-4210
(Registrant’s Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)
Indicate by check mark whether 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 x No o
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 x No o
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 o |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares of the registrant’s common stock outstanding as of August 15, 2011 was 10,390,406.
EXPLANATORY NOTE
The purpose of this amendment on Form 10-Q/A to Vertical Health Solutions, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2011, filed with the Securities and Exchange Commission on August 15, 2011 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, 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 Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
ITEM 6. EXHIBITS
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Exhibit Nos. |
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4.1 |
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Form of Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on June 13, 2011). |
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4.2 |
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Form of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on June 13, 2011). |
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10.1+ |
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Restated and Amended License Agreement, effective as of November 12, 2010, between Mayo Foundation for Medical Education and Research and OnPoint Medical Diagnostics, Inc. (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 21, 2011). |
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10.2 |
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2011 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on April 21, 2011). |
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10.3 |
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Form of 2011 Omnibus Incentive Compensation Plan Nonqualified Stock Option Grant Agreement (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on April 21, 2011). |
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10.4 |
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Form of 2011 Omnibus Incentive Compensation Plan Incentive Stock Option Grant Agreement (incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on April 21, 2011). |
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10.5 |
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Share Escrow Agreement, dated April 15, 2011, by and among the Company, OnPoint and Private Bank Minnesota (incorporated herein by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on April 21, 2011). |
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10.6 |
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Form of Subscription Agreement (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on June 13, 2011). |
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10.7 |
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Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on June 13, 2011). |
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10.8 |
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Placement Agency Agreement, dated March 3, 2011, by and between OnPoint Medical Diagnostics, Inc. and Emergent Financial Group, Inc. (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on June 13, 2011). |
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10.9 |
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PIPE Escrow Agreement, dated March 3, 2011, by and among Vertical Health Solutions, Inc., OnPoint Medical Diagnostics, Inc. and Private Bank Minnesota (incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on June 13, 2011). |
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10.10 |
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Form of Bridge Note Conversion Agreement (incorporated herein by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on June 13, 2011). |
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10.11 |
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Final Amendment to the Selling Agency Agreement, dated June 28, 2011, by and among OnPoint Medical Diagnostics, Inc., Vertical Health Solutions, Inc. and Emergent Financial Group, Inc. (incorporated herein by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on July 5, 2011). |
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31.1 |
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Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
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31.2 |
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Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
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32.1 |
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Certifications of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith. |
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101.INS |
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XBRL Instance Document, furnished herewith. |
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101.SCH |
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XBRL Taxonomy Extension Schema, furnished herewith. |
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101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase, furnished herewith. |
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101.DEF |
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XBRL Taxonomy Extension Definitions Linkbase, furnished herewith. |
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101.LAB |
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XBRL Taxonomy Extension Label Linkbase, furnished herewith. |
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101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase, furnished herewith. |
+ Confidential Treatment Requested. Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
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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VERTICAL HEALTH SOLUTIONS, INC. | |
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Date: August 25, 2011 |
By: |
/s/ William T. Cavanaugh |
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Name: |
William T. Cavanaugh |
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Title: |
President and Chief Executive Officer |
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(principal executive officer) |
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Date: August 25, 2011 |
By: |
/s/ Mark Steege |
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Name: |
Mark Steege |
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Title: |
Chief Financial Officer |
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(principal financial and accounting officer) |