Attached files

file filename
EX-31.4 - EX-31.4 - Alexza Pharmaceuticals Inc.d834736dex314.htm
EX-10.2 - EX-10.2 - Alexza Pharmaceuticals Inc.d834736dex102.htm
EX-31.3 - EX-31.3 - Alexza Pharmaceuticals Inc.d834736dex313.htm
EX-32.2 - EX-32.2 - Alexza Pharmaceuticals Inc.d834736dex322.htm
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

FORM 10-Q/A

(Amendment No. 1)

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

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 000-51820

 

 

ALEXZA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   77-0567768

(State or other Jurisdiction of

Incorporation or Organization)

 

(IRS Employer

Identification No.)

2091 Stierlin Court

Mountain View, California

  94043
(Address of principal executive offices)   (Zip Code)

(Registrant’s telephone number, including area code): (650) 944-7000

 

 

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 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

Total number of shares of common stock outstanding as of April 30, 2014: 17,320,149.

 

 

 


Table of Contents

Explanatory Note

This Amendment No. 1 to the quarterly report of Alexza Pharmaceuticals, Inc. on Form 10-Q/A (this “Form 10-Q/A”) amends our quarterly report on Form 10-Q for the period ended March 31, 2014, which was originally filed with the Securities and Exchange Commission (“SEC”) on May 5, 2014 (the “Original Form 10-Q”). This Form 10-Q/A is being filed solely for the purpose of amending Item 6 of Part II of the Original Form 10-Q and the Exhibit Index to the Original Form 10-Q to reflect the filing of an unredacted version of Exhibit 10.2 herewith. The certifications of our principal executive officer and principal financial and accounting officer are attached to this Form 10-Q/A as Exhibits 31.3, 31.4 and 32.2. Unless the context requires otherwise, references in this Form 10-Q/A to “Alexza,” “we” and “our” refer to Alexza Pharmaceuticals, Inc.

Except as described above, no other changes have been made to the Original Form 10-Q, and this Form 10-Q/A does not amend, update or change the financial statements or disclosures in the Original Form 10-Q. This Form 10-Q/A does not reflect events occurring after the filing of the Original Form 10-Q or modify or update those disclosures. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Form 10-Q, including any amendments to those filings.

ALEXZA PHARMACEUTICALS, INC.

TABLE OF CONTENTS

 

     page  

PART II. OTHER INFORMATION

     3   

Item 6. Exhibits

     3   

SIGNATURES

     4   

EXHIBIT INDEX

     5   


Table of Contents

PART II. OTHER INFORMATION

Item 6. Exhibits

See the Exhibit Index following the signature page to this Form 10-Q/A for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

 

3


Table of Contents

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.

 

  

Alexza Pharmaceuticals, Inc.

   (Registrant)
December 10, 2014   

/s/ Thomas B. King

   Thomas B. King
   President and Chief Executive Officer
   (principal executive officer)
December 10, 2014   

/s/ Mark K. Oki

   Mark K. Oki
   Senior Vice President, Finance, Chief Financial Officer and Secretary
   (principal financial officer and principal accounting officer)

 

4


Table of Contents

EXHIBIT INDEX

 

    3.1    Restated Certificate of Incorporation. (1)
    3.2    Certificate of Amendment to Restated Certificate of Incorporation. (1)
    3.3    Certificate of Amendment to Restated Certificate of Incorporation. (1)
    3.4    Amended and Restated Bylaws. (2)
    3.5    Amendment to Amended and Restated Bylaws. (3)
    4.1    Specimen Common Stock Certificate. (1)
    4.2    Second Amended and Restated Investors’ Right Agreement dated November 5, 2004, by and between Alexza and certain holders of Preferred Stock. (2)
    4.3    Reference is made to exhibits 3.1, 3.2, 3.3, 3.4 and 3.5.
  10.1*    2014 Cash Bonus Plan. (4)
  10.2¿    Indenture dated March 18, 2014, by and between Atlas U.S. Royalty, LLC, a wholly-owned subsidiary of the registrant, and U.S. National Bank Association.
  10.3    Form of Warrants dated March 18, 2014 (5)
  31.1    Certification required by Rule 13a-14(a) or Rule 15d-14(a). (5)
  31.2    Certification required by Rule 13a-14(a) or Rule 15d-14(a). (5)
  31.3¿    Certification required by Rule 13a-14(a) or Rule 15d-14(a).
  31.4¿    Certification required by Rule 13a-14(a) or Rule 15d-14(a).
  32.1    Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350). (5)
  32.2¿    Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
101.INS‡    XBRL Instance Document. (5)
101.SCH‡    XBRL Taxonomy Extension Schema Document. (5)
101.CAL‡    XBRL Taxonomy Extension Calculation Linkbase Document. (5)
101.DEF‡    XBRL Taxonomy Extension Definition Linkbase Document. (5)
101.LAB‡    XBRL Taxonomy Extension Label Linkbase Document. (5)
101.PRE‡    XBRL Taxonomy Extension Presentation Linkbase Document. (5)

 

* Management contract or compensation plan or arrangement.
¿  Filed herewith.
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
(1) Incorporated by reference to exhibits to our Registration Statement on Form S-3 (File No. 333-182341) as filed with the SEC on June 26, 2012.
(2) Incorporated by reference to exhibits to our Registration Statement on Form S-1 filed on December 22, 2005, as amended (File No. 333-130644).
(3) Incorporated by reference to our Annual Report on Form 10-K (File No. 000-51820) as filed with the SEC on March 17, 2008.
(4) Incorporated by reference to our Current Report on Form 8-K (File No. 000-51820) as filed with the SEC on January 24, 2014.
(5) Previously filed or furnished as an exhibit to our Quarterly Report on Form 10-Q (File No. 000-51820) as filed with the SEC on May 5, 2014.

 

5