Attached files
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| EX-31.2 - EX-31.2 - Audentes Therapeutics, Inc. | bold-ex312_6.htm |
| EX-31.1 - EX-31.1 - Audentes Therapeutics, Inc. | bold-ex311_7.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2017
OR
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☐ |
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 001-37833
Audentes Therapeutics, Inc.
(Exact name of Registrant as specified in its Charter)
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Delaware |
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46-1606174 |
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( State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer |
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600 California Street, 17th Floor San Francisco, CA |
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94108 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (415) 818-1001
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Title of Each Class |
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Name of Exchange on Which Registered |
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Common Stock, $0.00001 par value per share |
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The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☒ NO ☐
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 ☒
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 ☒ 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 ☒ NO ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) 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, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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Accelerated filer |
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☒ |
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Non-accelerated filer |
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☐ (Do not check if a small reporting company) |
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Small reporting company |
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☐ |
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Emerging growth company |
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☒ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
As of June 30, 2017, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of shares of common stock held by non-affiliates of the registrant was $264.1 million.
The number of shares of Registrant’s Common Stock outstanding as of March 5, 2018 was 36,674,227.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Definitive Proxy Statement for its 2018 Annual Meeting of Stockholders (“Proxy Statement”), to be filed within 120 days of the Registrant’s fiscal year ended December 31, 2017, is incorporated by reference into Part III of this Annual Report on Form 10-K.
EXPLANATORY NOTE
We are filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2018 (the “10-K”). This Amendment is being filed solely to refile the certifications of our principal executive officer and principal financial officer as exhibits to this Amendment as required pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934 and pursuant to 18 U.S.C. Section 1350.
No attempt has been made in this Amendment to otherwise modify or update the other disclosures presented in the 10-K. This Amendment does not reflect events occurring after the filing of the original 10-K (i.e., those events occurring after March 9, 2018) or modify of update those disclosures that may be affected by subsequent events. Such subsequent matters are addressed in subsequent reports filed with the SEC. Accordingly, this Amendment should be read in conjunction with the 10-K and our other filings with the SEC.
Item 15. Exhibits, Financial Statement Schedules.
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(a) |
The following documents are filed as part of, or incorporated by reference into (i) the registrant’s Annual Report on Form 10-K filed with the SEC on March 9, 2018 or (ii) this Amendment No. 1 to Annual Report on Form 10-K/A: |
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(1) |
Consolidated Financial Statements. The financial statements filed as part of the registrant’s Annual Report on Form 10-K are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of the registrant’s Annual Report on Form 10-K. |
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(2) |
Financial Statement Schedules. Financial statement schedules have been omitted because they are not required or are not applicable, or the required information is provided in the consolidated financial statements or notes described in Item 15(a)(1) above. |
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(3) |
Exhibits. |
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Incorporated by reference |
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Exhibit |
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Description of Document |
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Form |
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File |
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Exhibit |
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Filing Date |
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Filed |
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3.1 |
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S-1 |
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333-208842 |
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3.2 |
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July 11, 2016 |
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3.2 |
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S-1 |
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333-208842 |
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3.4 |
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July 11, 2016 |
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4.1 |
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S-1 |
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333-208842 |
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4.1 |
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March 9, 2016 |
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4.2 |
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S-1 |
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333-208842 |
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4.2 |
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January 4, 2016 |
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4.3 |
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Warrant Agreement with Hercules Technology III, L.P. dated March 7, 2017. |
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10-K |
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001-37833 |
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4.3 |
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March 13, 2017 |
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10.1# |
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S-1 |
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333-208842 |
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10.1 |
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July 11, 2016 |
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10.2# |
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S-1 |
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333-208842 |
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10.2 |
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January 4, 2016 |
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10.3# |
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S-1 |
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333-208842 |
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10.3 |
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July 11, 2016 |
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10.4# |
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2016 Employee Stock Purchase Plan and form of subscription agreement. |
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S-1 |
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333-208842 |
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10.4 |
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July 11, 2016 |
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10.5# |
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10-K |
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001-37833 |
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10.5 |
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March 9, 2018 |
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10.6# |
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S-1 |
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333-208842 |
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10.8 |
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March 9, 2016 |
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10.7 |
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Sublease, dated April 21, 2016, by and between the Registrant and Solazyme, Inc. |
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S-1 |
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333-208842 |
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10.9 |
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June 16, 2016 |
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10.8 |
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10-Q |
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001-37833 |
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10.1 |
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August 10, 2017 |
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10.9 |
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Net Commercial Lease, effective June 1, 2017, by and between the Registrant and JCN Partners. |
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10-K |
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001-37833 |
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10.11 |
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March 13, 2017 |
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10.10 |
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10-K |
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001-37833 |
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10.12 |
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March 13, 2017 |
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10.11 |
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10-K |
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001-37833 |
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10.13 |
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March 13, 2017 |
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Incorporated by reference |
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Exhibit |
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Description of Document |
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Form |
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File |
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Exhibit |
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Filing Date |
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Filed |
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S-1 |
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333-208842 |
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10.11 |
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January 4, 2016 |
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10.13 |
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10-K |
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001-37833 |
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10.15 |
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March 13, 2017 |
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10.14† |
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S-1 |
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333-208842 |
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10.12 |
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January 4, 2016 |
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10.15† |
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S-1 |
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333-208842 |
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10.13 |
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January 4, 2016 |
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10.16† |
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License Agreement, dated July 9, 2013, by and between the Registrant and ReGenX Biosciences, LLC. |
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S-1 |
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333-208842 |
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10.15 |
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January 4, 2016 |
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10.17† |
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S-1 |
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333-208842 |
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10.16 |
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January 4, 2016 |
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10.18†† |
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10-K |
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001-37833 |
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10.18 |
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March 9, 2018 |
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10.19† |
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S-1 |
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333-208842 |
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10.17 |
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January 4, 2016 |
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10.20† |
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S-1 |
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333-208842 |
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10.18 |
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June 16, 2016 |
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10.21†† |
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10-K |
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001-37833 |
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10.24 |
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March 13, 2017 |
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10.22†† |
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8-K |
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001-37833 |
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10.01 |
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April 3, 2017 |
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10.23†† |
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10-Q |
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001-37833 |
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10.3 |
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August 10, 2017 |
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10.24†† |
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10-K |
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001-37833 |
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10.24 |
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March 9, 2018 |
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Incorporated by reference |
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Exhibit |
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Description of Document |
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Form |
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File |
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Exhibit |
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Filing Date |
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Filed |
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10-K |
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001-37833 |
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10.25 |
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March 13, 2017 |
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10.26†† |
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10-Q |
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001-37833 |
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10.2 |
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August 10, 2017 |
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21.1 |
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S-1 |
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333-208842 |
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21.1 |
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January 4, 2016 |
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23.1 |
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Consent of KPMG LLP, Independent Registered Public Accounting Firm. |
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10-K |
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001-37833 |
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23.1 |
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March 9, 2018 |
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24.1 |
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10-K |
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001-37833 |
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24.1 |
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March 9, 2018 |
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31.1 |
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X |
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31.2 |
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X |
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32.1* |
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10-K |
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001-37833 |
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32.1 |
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March 9, 2018 |
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32.2* |
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10-K |
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001-37833 |
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32.2 |
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March 9, 2018 |
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101.INS |
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XBRL Instance Document. |
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10-K |
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001-37833 |
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101 |
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March 9, 2018 |
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101.SCH |
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XBRL Taxonomy Extension Schema Document. |
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10-K |
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001-37833 |
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101 |
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March 9, 2018 |
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101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase Document. |
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10-K |
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001-37833 |
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101 |
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March 9, 2018 |
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101.DEF |
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XBRL Taxonomy Extension Definition Linkbase Document. |
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10-K |
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001-37833 |
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101 |
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March 9, 2018 |
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101.LAB |
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XBRL Taxonomy Extension Labels Linkbase Document. |
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10-K |
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001-37833 |
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101 |
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March 9, 2018 |
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101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase Document. |
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10-K |
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001-37833 |
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101 |
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March 9, 2018 |
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# |
Management contract or compensatory plan or arrangement. |
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† |
Registrant has omitted and filed separately with the SEC portions of the exhibit pursuant to confidential treatment granted under Rule 406 promulgated under the Securities Act. |
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†† |
Registrant has omitted and filed separately with the SEC portions of the exhibit pursuant to confidential treatment granted under Rule 24b-2 promulgated under the Exchange Act. |
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* |
This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. |
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.
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Audentes Therapeutics, Inc. |
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Date: August 10, 2018 |
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By: |
/s/ Matthew R. Patterson |
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Matthew R. Patterson |
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President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
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Title |
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Date |
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/s/ Matthew R. Patterson |
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President, Chief Executive Officer and Director |
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August 10, 2018 |
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Matthew R. Patterson |
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(Principal Executive Officer) |
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/s/ Thomas Soloway |
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Chief Financial Officer |
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August 10, 2018 |
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Thomas Soloway |
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(Principal Financial and Accounting Officer) |
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Director |
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August 10, 2018 |
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Mark Goldberg |
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Director |
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August 10, 2018 |
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Jennifer Jarrett |
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Director |
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August 10, 2018 |
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Louis Lange |
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Director |
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August 10, 2018 |
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Scott Morrison |
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Director |
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August 10, 2018 |
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Kush Parmar |
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Director |
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August 10, 2018 |
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Thomas Schuetz |
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Director |
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August 10, 2018 |
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Julie Smith |
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* By: /s/ Matthew R. Patterson |
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Matthew R. Patterson Attorney-in-fact |
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