Attached files
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| EX-31.1 - EXHIBIT 31.1 - RESPONSE BIOMEDICAL CORP | ex31-1.htm |
| EX-31.2 - EXHIBIT 31.2 - RESPONSE BIOMEDICAL CORP | ex31-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended: March 31, 2012
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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 _______________
Commission File Number: 000-50571
RESPONSE BIOMEDICAL CORP.
(Exact name of registrant as
specified in its charter)
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Vancouver, British Columbia, Canada
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98 -1042523
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1781 - 75th Avenue W.
Vancouver, British Columbia, Canada, V6P 6P2
(Address of principal executive offices)
(604) 456-6010
(Registrant’s telephone number, including area code)
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 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 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 (Do not check if a smaller reporting company)
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Smaller reporting company x
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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 o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 129,078,166 as of April 25, 2012.
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q (the “Original Quarterly Report”) for the three months ended March 31, 2012, which was originally filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2012. We are filing this Amendment to document the changes in internal control over financial reporting previously disclosed in our Form 10-K/A that addressed the remediation plan put in place with respect to the material weakness related to the accounting for forfeitures of stock options. We have modified Item 4 in this Amendment to document the changes in internal control over financial reporting. Our conclusion over the effectiveness of our disclosure controls and procedures has not been modified.
Except as described above, no attempt has been made in this Amendment to modify or update other disclosures presented in the Original Quarterly Report. This Amendment does not reflect events occurring after the filing of the Original Quarterly Report or modify or update those disclosures, including the exhibits to the Original Quarterly Report affected by subsequent events. Accordingly, this Amendment should be read in conjunction with our filings with the SEC subsequent to the filing of the Original Quarterly Report, including any amendments to those filings.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including its principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
During the quarter ended March 31, 2012, we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this report.
Changes in Internal Control Over Financial Reporting
As reported in the Company’s amended annual report on Form 10-K/A for the year ended December 31, 2011, it was determined that, as of December 31, 2011, there was a material weakness related to the accounting treatment for forfeitures of stock options. This material weakness resulted in a material overstatement of stock based compensation in the Company’s quarterly financial statements for the periods ended March 31, 2011, June 30, 2011, and September 30, 2011. Stock based compensation was correctly reported in the Company’s annual consolidated financial statements for the year ended December 31, 2011.
The Company has implemented the following measures to remediate the material weakness related to the accounting of stock based compensation:
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education and training of personnel on the accounting treatment for forfeitures of stock options;
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configuration of the software program used by the Company to manage information and calculations pertaining to its stock options and related stock based compensation to account for stock based compensation in accordance with generally accepted accounting principles;
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·
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detailed review of the stock based compensation transactions generated by the software program used by the Company; and
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·
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review of stock based compensation by a qualified person.
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ITEM 6. EXHIBITS
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Exhibit Number
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Exhibit Description
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Incorporated by Reference
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31.1
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CEO's Certification required by Rule 13A-14(a) of the Securities Exchange Act of 1934
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31.2
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CFO's Certification required by Rule 13A-14(a) of the Securities Exchange Act of 1934
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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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Response Biomedical Corp.
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(Registrant)
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Date:
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October 4, 2012
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/s/ Jeffrey L. Purvin
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Jeffrey L. Purvin
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Chief Executive Officer
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Date:
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October 4, 2012
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/s/ W.J. Adams
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W.J. Adams
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Chief Financial Officer
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