Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - Protagenic Therapeutics, Inc.\new | Financial_Report.xls |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
|
x
|
Quarterly Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934
|
For the quarterly period ended June 30, 2011 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: 001-12555
|
ATRINSIC, INC
|
|
(Exact name of registrant as specified in its charter)
|
|
Delaware
|
06-1390025
|
|
|
(State or other jurisdiction of
|
(I.R.S. Employer Identification No.)
|
|
|
incorporation or organization)
|
|
469 7th Avenue, 10th Floor, New York, NY 10018
|
|
(Address of principal executive offices) (ZIP Code)
|
|
(212) 716-1977
|
|
(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 the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and 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 ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date 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 x
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.
|
Large accelerated filer ¨
|
Accelerated filer ¨
|
|
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
|
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 ¨ No x
As of August 11, 2011, the Company had 7,012,287 shares of Common Stock, $0.01 par value, outstanding, which includes shares held in treasury.
Explanatory Note
The purpose of this Amendment No. 1 to Atrinsic, Inc. Quarterly Report on Form 10-Q for the quarterly 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 original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto 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 Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Item 6. Exhibits
|
Exhibit
Number
|
Description of Exhibit
|
|
|
4.1
|
Form of Senior Secured Convertible Note. Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K (File No. 001-12555) filed with the Commission on June 1, 2011.*
|
|
|
4.2
|
Form of Series A Warrant. Incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K (File No. 001-12555) filed with the Commission on June 1, 2011.*
|
|
|
4.3
|
Form of Series B Warrant. Incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K (File No. 001-12555) filed with the Commission on June 1, 2011.*
|
|
|
4.4
|
Form of Series C Warrant. Incorporated by reference to Exhibit 4.4 to the Registrants Current Report on Form 8-K (File No. 001-12555) filed with the Commission on June 1, 2011.*
|
|
|
10.1
|
Securities Purchase Agreement by and among Atrinsic, Inc. and the Buyers set forth on the signature pages thereto. Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K (File No. 001-12555) filed with the Commission on June 1, 2011.*
|
|
|
10.2
|
Form of Registration Rights Agreement by and among Atrinsic, Inc. and the Buyers set forth on the signature pages thereto. Incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K (File No. 001-12555) filed with the Commission on June 1, 2011.*
|
|
|
10.3
|
Form of Security Agreement by and among Atrinsic, Inc., certain subsidiaries of Atrinsic, Inc. and the Buyers set forth on the signature pages thereto. Incorporated by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K (File No. 001-12555) filed with the Commission on June 1, 2011.*
|
|
|
10.4
|
Form of Guaranty by the subsidiaries of Atrinsic, Inc. in favor of Buyer. Incorporated by reference to Exhibit 10.4 to the Registrants Current Report on Form 8-K (File No. 001-12555) filed with the Commission on June 1, 2011.*
|
|
|
10.5
|
Employment Agreement dated June 1, 2011 by and between Stuart Goldfarb and Atrinsic, Inc. *
|
|
|
31.1
|
Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
|
31.2
|
Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
|
32.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* These exhibits were previously included or incorporated by reference in Atrinsic, Inc. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 15, 2011.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
Dated: September 7, 2011
|
BY:
|
/s/ Stuart Goldfarb
|
BY:
|
/s/ Thomas Plotts
|
|
|
Stuart Goldfarb
Chief Executive Officer and Director
(Principal Executive Officer)
|
Thomas Plotts
Chief Financial Officer
(Principal Financial and Accounting Officer)
|