Attached files

file filename
EX-31.1 - CERT - Advanzeon Solutions, Inc.d542237dex311.htm
EX-32.1 - CERT - Advanzeon Solutions, Inc.d542237dex321.htm
EX-32.2 - CERT - Advanzeon Solutions, Inc.d542237dex322.htm
EX-31.2 - CERT - Advanzeon Solutions, Inc.d542237dex312.htm
EX-4.27 - REVOLVING CONVERTIBLE PROMISSORY NOTE - Advanzeon Solutions, Inc.d542237dex427.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 10-Q/A

(Amendment No. 1)

 

 

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2013

Commission File Number 1-9927

 

 

COMPREHENSIVE CARE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   95-2594724

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

3405 W. Dr. Martin Luther King Jr. Blvd, Suite 101, Tampa, FL 33607

(Address of principal executive offices and zip code)

(813) 288-4808

(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 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 (Section 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 whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

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

As of May 16, 2013, there were 61,247,424 shares of the registrant’s common stock, $0.01 par value, outstanding.

 

 

 


EXPLANATORY NOTE

We are filing this Amendment No. 1 (this “Amendment”) to our Quarterly Report on Form 10-Q for the Fiscal Quarter Ended March 31, 2013, originally filed with the Securities and Exchange Commission on May 20, 2013 (the “Original Form 10-Q”), to correct the disclosure in the Original Form 10-Q to reflect that the right of the lender to convert the Revolving Convertible Promissory Note (the “Note”) issued pursuant to the Senior Secured Revolving Credit Facility applies only following the occurrence of an Event of Default or otherwise with the consent of the borrower. A copy of the corrected Note is attached as Exhibit 4.27 hereto and incorporated herein by reference.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment is accompanied by currently dated certifications on Exhibits 31.1, 31.2, 32.1 and 32.2 by our Chief Executive Officer and Chief Financial Officer.

Except as expressly set forth in this Amendment, we are not amending any other part of the Original Form 10-Q. This Amendment does not reflect events occurring after the filing of the Original Form 10-Q or modify or update any related or other disclosures, including the forward-looking statements, unless expressly noted otherwise. Accordingly, this Amendment should be read in conjunction with the Original Form 10-Q.


ITEM 6. EXHIBITS

 

EXHIBIT
NUMBER

  

DESCRIPTION

4.27    Revolving Convertible Promissory Note effective May 3, 2013 issued by the Company to TCA Global Credit Master Fund, LP (Corrected Execution Version)
31.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


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.

 

COMPREHENSIVE CARE CORPORATION

May 21, 2013

By

 

/s/ CLARK A. MARCUS

  Clark A. Marcus
  Chief Executive Officer and Chairman
  (Principal Executive Officer)

By

 

/s/ ROBERT J. LANDIS

  Robert J. Landis
  Chief Financial Officer and Chief Accounting Officer
  (Principal Financial and Accounting Officer)