Attached files
| file | filename |
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| EX-31 - EXHIBIT 31 - Asterias Biotherapeutics, Inc. | ex31.htm |
| EX-10.1 - EXHIBIT 10.1 - Asterias Biotherapeutics, Inc. | ex10_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2014
OR
| o | 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 001-36646
Asterias Biotherapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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46-1047971
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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230 Constitution Drive
Menlo Park, California 94025
(Address of principal executive offices)
(650) 433-2900
(Registrant's telephone number, including area code)
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. x Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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). x Yes o 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.
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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x
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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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). o Yes x No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 30,902,152 shares of Series A common stock, $0.0001 par value, as of November 7, 2014.
EXPLANATORY NOTE
This Amendment No. 1 (the “Amendment”) to the Quarterly Report on Form 10-Q of Asterias Biotherapeutics, Inc. (“Asterias”) for the quarter ended September 30, 2014 (the “Quarterly Report”) is being filed in response to comments received from the staff of the Securities and Exchanges Commission (the “SEC”) in connection with Asterias’ request for confidential treatment for certain portions of the Clinical Trial and Option Agreement, dated September 8, 2014, between Asterias and Cancer Research UK and Cancer Research Technology Limited (the "CRUK Agreement"). This Amendment amends Item 6 of Part II (Exhibits) and re-files a version of the CRUK Agreement with fewer provisions omitted pursuant to our request for confidential treatment.
This Amendment should be read in conjunction with the Quarterly Report and Asterias’ other filings made with the SEC subsequent to the filing of the Quarterly Report. This Amendment speaks as of the date of the Quarterly Report, does not include any changes to Asterias’ financial statements included in the Quarterly Report, and does not reflect events occurring after November 10, 2014, the date the Quarterly Report was filed.
PART II - OTHER INFORMATION
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Item 6.
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Exhibits
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Exhibit Numbers
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Description
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3.1
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Amended and Restated Certificate of Incorporation (1)
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3.2
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Bylaws, as amended *
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4.1
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Warrant Agreement, dated June 16, 2014, by Asterias Biotherapeutics, Inc. for the benefit of certain warrant holders (2)
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4.2
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Form of Warrant (included in Exhibit 4.1) (2)
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10.1
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Clinical Trial and Option Agreement, dated September 8, 2014, between Asterias Biotherapeutics, Inc. and Cancer Research UK and Cancer Research Technology Limited +
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31
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Rule 13a-14(a)/15d-14(a) Certification.
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32
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Section 1350 Certification.*
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101
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Interactive Data File *
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101.INS
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XBRL Instance Document *
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101.SCH
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XBRL Taxonomy Extension Schema *
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase *
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101.LAB
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XBRL Taxonomy Extension Label Linkbase *
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase *
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101.DEF
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XBRL Taxonomy Extension Definition Document *
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(1)
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Incorporated by reference to Registration Statement on Form S-1 (333-187706) filed with the Securities and Exchange Commission on April 3, 2013.
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| (2) | Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement on Form S-1 (333-187706) filed with the Securities and Exchange Commission on June 19, 2014. |
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*
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Previously filed or furnished.
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+
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Confidential treatment has been requested for certain portions of the exhibit pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934, as amended. Confidential materials omitted and filed seperately with the Securities and Exchange Commission.
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1
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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ASTERIAS BIOTHERAPEUTICS, INC.
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Date: January 13, 2015
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/s/ Pedro Lichtinger
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Pedro Lichtinger
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Principal Executive Officer
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Date: January 13, 2015
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/s/ Robert W. Peabody
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Robert W. Peabody
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Principal Financial Officer
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2
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Exhibit
Number
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Description
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3.1
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Amended and Restated Certificate of Incorporation (1)
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3.2
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Bylaws, as amended *
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4.1
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Warrant Agreement, dated June 16, 2014, by Asterias Biotherapeutics, Inc. for the benefit of certain warrant holders (2)
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4.2
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Form of Warrant (included in Exhibit 4.1) (2)
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Clinical Trial and Option Agreement, dated September 8, 2014, between Asterias Biotherapeutics, Inc. and Cancer Research UK and Cancer Research Technology Limited +
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Rule 13a-14(a)/15d-14(a) Certification.
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32
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Section 1350 Certification.*
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101
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Interactive Data File *
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101.INS
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XBRL Instance Document *
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101.SCH
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XBRL Taxonomy Extension Schema *
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase *
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101.LAB
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XBRL Taxonomy Extension Label Linkbase *
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase *
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101.DEF
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XBRL Taxonomy Extension Definition Document *
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| (1) | Incorporated by reference to Registration Statement on Form S-1 (333-187706) filed with the Securities and Exchange Commission on April 3, 2013. |
| (2) | Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement on Form S-1 (333-187706) filed with the Securities and Exchange Commission on June 19, 2014. |
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*
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Previously filed or furnished.
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+
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Confidential treatment has been requested for certain portions of the exhibit pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934, as amended. Confidential materials omitted and filed seperately with the Securities and Exchange Commission.
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