Attached files

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EX-10.18 - EXHIBIT 10.18 - SECURE POINT TECHNOLOGIES INCimsc15063010ka1_ex10z18.htm
EX-10.15 - EXHIBIT 10.15 - SECURE POINT TECHNOLOGIES INCimsc15063010ka1_ex10z15.htm
EX-10.17 - EXHIBIT 10.17 - SECURE POINT TECHNOLOGIES INCimsc15063010ka1_ex10z17.htm
EX-10.16 - EXHIBIT 10.16 - SECURE POINT TECHNOLOGIES INCimsc15063010ka1_ex10z16.htm
EX-31.2 - EXHIBIT 31.2 - SECURE POINT TECHNOLOGIES INCimsc15063010ka1_ex31z2.htm
EX-32.1 - EXHIBIT 32.1 - SECURE POINT TECHNOLOGIES INCimsc15063010ka1_ex32z1.htm
EX-32.2 - EXHIBIT 32.2 - SECURE POINT TECHNOLOGIES INCimsc15063010ka1_ex32z2.htm
EX-31.1 - EXHIBIT 31.1 - SECURE POINT TECHNOLOGIES INCimsc15063010ka1_ex31z1.htm
EX-10.65 - EXHIBIT 10.65 - SECURE POINT TECHNOLOGIES INCimsc15063010ka1_ex10z65.htm
EX-23.1 - EXHIBIT 23.1 - SECURE POINT TECHNOLOGIES INCimsc15063010ka1_ex23z1.htm



U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

(Mark One)

 

 

x

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

 

 

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2015

o

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

 

 

SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to


Commission File No. 001-14949

Implant Sciences Corporation

(Exact name of registrant as specified in its charter)

Massachusetts

(State or other jurisdiction of

incorporation or organization)

04-2837126

(I.R.S. Employer Identification No.)

500 Research Drive, Unit 3 Wilmington, MA

 (Address of principal executive offices)

01887

(Zip Code)


Registrant’s telephone number, including area code: (978) 752-1700

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                    Yes q  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.                      Yes q  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 q

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes x  No q

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. q

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 Act (Check one):

q  Large Accelerated Filer

x  Accelerated Filer

q  Non-accelerated Filer (do not check if a smaller reporting company)

q  Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                      Yes q  No x

As of September 15, 2015, 75,166,120 shares of the registrant’s Common Stock were outstanding.  As of December 31, 2014, the last business day of the registrant’s most recent completed second quarter, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was $75,525,000 based on the last sale price the Over-The-Counter-Bulletin-Board on such date.








EXPLANATORY PARAGRAPH

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends our Annual Report on Form 10-K for the fiscal year ended June 30, 2015, originally filed on September 28, 2015 (the “Original Filing”). This Amendment includes (i) the Interactive Data Files (Exhibit 101) formatted in XBRL (“Extensible Business Reporting Language”) with tagging of the notes to the consolidated financial statements as required by Rule 405 of Regulation S-T; (ii) Exhibits 10.15, 10.16, 10.17, 10.18 and 10.65 which were inadvertently omitted from the Original Filing; (iii) Exhibit 23.1, as amended; and (iv) currently dated certifications of our Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2, 32.1 and 32.2) pursuant to Rules 12b-15 and 13a-14 under the Exchange Act.

Except as described above, Amendment No.1 includes the exhibits as set forth in Item 15 herein; and no other changes have been made to the Original Filing. This Amendment No.1 continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.




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PART IV

Item 15.

Exhibits, Financial Statement Schedules

The following are filed as part of this Form 10-K/A:

(1)

Not applicable

(2)

Exhibits

Exhibit No.

Ref. No.

Description

10.15

*

Amended and Restated Employment Agreement between Implant Sciences Corporation and William McGann, dated January 16, 2015.

10.16

*

Employment Agreement between Implant Sciences Corporation and Brenda Baron, dated March 13, 2015.

10.17

*

Employment Agreement between Implant Sciences Corporation and Todd Silvestri, dated March 13, 2015.

10.18

*

Employment Agreement between Implant Sciences Corporation and Roger Deschenes, dated September 16, 2015.

10.65

*

Assignment Agreement by and between DMRJ Group LLC, Montsant Partners LLC and Implant Sciences Corporation dated as of May 4, 2015.

23.1

*

Consent of Marcum LLP.

31.1

*

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

*

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

**

Certification of the Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

**

Certification of the Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

***

XBRL Instance Document.

101.SCH

***

XBRL Taxonomy Extension Schema Document.

101.CAL

***

XBRL Taxomony Extension Calculation Linkbase Document.

101.LAB

***

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

***

XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF

***

XBRL Taxonomy Extension Definition Linkbase Document.


 

*

Filed herewith.

 

**

In accordance with Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.  Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

 

***

Filed with this report in accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.




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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: October 5, 2015

Implant Sciences Corporation

 

By:

/s/ William J. McGann

 

 

William J. McGann

Chief Executive Officer


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.


Dated: October 5, 2015

 

/s/ William J. McGann

 

 

William J. McGann

Chief Executive Officer and Director

(Principal Executive Officer)


 

Dated: October 5, 2015

 

/s/ Michael C. Turmelle

Michael C. Turmelle

Chairman of the Board and Director

 

 

 

 

Dated: October 5, 2015

 

/s/ Roger P. Deschenes

Roger P. Deschenes

Vice President, Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

Dated: October 5, 2015

 

/s/ James M. Simon, Jr.

 

 

James M. Simon, Jr.

Director

 




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