Attached files
| file | filename |
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| EX-31.2 - EXHIBIT 31.2 - TENGION INC | ex31-2.htm |
| EX-31.1 - EXHIBIT 31.1 - TENGION INC | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
(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, 2011
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 _____
Commission file number 001-34688
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Tengion, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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20-0214813
(I.R.S. Employer Identification No.)
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3929 Westpoint Boulevard, Suite G
Winston-Salem, NC 27103
(Address of principal executive offices)
(336) 722-5855
(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act
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Title of each Class
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Name of Exchange on which registered
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Common Stock, par value $0.001 per share
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NASDAQ Global Market
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]
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 [X] 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 [X] 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 or a non-accelerated filer, as defined in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] 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]
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2011 was $19,786,913. This calculation excludes 732,049 shares held on June 30, 2011 by directors, executive officers and affiliates. As of January 7, 2013, there were 2,466,914 shares of the registrant’s common stock outstanding.
TABLE OF CONTENTS
Page
EXPLANATORY NOTE
This Amendment No. 2 to Form 10-K (this “Amendment”) amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 originally filed on March 28, 2012, as amended by Amendment No. 1 filed on April 24, 2012 (the “Original Filing”). Due to a clerical error, we failed to provide the entire certification as required by Item 601(b)(31). This Amendment corrects the certification required by Item 601(b)(31).
Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date filed, and we have not updated the disclosures contained therein to reflect any events which occurred subsequent to the filing date of the Original Filing.
PART II – OTHER INFORMATION
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Item 6.
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EXHIBITS
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(a) Exhibits
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Exhibit No.
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Description_____________________________________________________________________
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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.
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TENGION, INC.
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Date: January 9, 2013
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By:
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/s/ John L. Miclot
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John L. Miclot
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities, and on the dates indicated below.
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Signature
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Title
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Date
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/s/ John L. Miclot
John L. Miclot
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President and Chief Executive Officer, Director (Principal Executive Officer)
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January 9, 2013
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/s/ A. Brian Davis
A. Brian Davis
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Chief Financial Officer and Vice President of Finance (Principal Financial and Accounting Officer)
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January 9, 2013
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*
David I. Scheer
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Chairman of the Board of Directors
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January 9, 2013
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*
Carl-Johan Dalsgaard, M.D., Ph.D.
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Director
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January 9, 2013
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*
Diane K. Jorkasky, M.D.
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Director
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January 9, 2013
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*
Richard E. Kuntz, M.D., M.Sc.
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Director
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January 9, 2013
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*
Lorin J. Randall
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Director
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January 9, 2013
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* By:
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/s/ A. Brian Davis
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A. Brian Davis
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Attorney-in-fact
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