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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended June 30, 2018
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to _______________
Commission File No: 000-20190
AEON GLOBAL HEALTH CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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14-1673067 |
(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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2225 Centennial Drive Gainesville, GA |
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30504 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: 1-888-661-0225
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Name of each exchange on which registered |
None |
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
(Title of Class)
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 past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
Accelerated filer ☐ |
Non-accelerated filer ☒ |
Smaller reporting company ☒ |
Emerging growth company ☐ |
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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 Act). Yes ☐ No ☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: (December 31, 2017) $3,117,229 for Aeon Global Health Corp.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 7,383,706 as of September 19, 2018.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:
Part III of this report incorporates information by reference from the Company’s definitive proxy statement, which proxy statement is due to be filed with the Securities and Exchange Commission no later than 120 days after June 30, 2018.
EXPLANATORY NOTE
Aeon Global Health Corp. is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended June 30, 2018 (the “Original Form 10-K”) to correct an inadvertent error that resulted in the Original Form 10-K being filed with an incorrect version of Exhibit 101.1, which provides items from our Original Form 10-K formatted in eXtensible Business Reporting Language.
This Amendment No. 1 on Form 10-K/A (the “Amendment”) to our Original Form 10-K is being filed in accordance with Rule 12b-15 under the Securities Exchange Act of 1934 for the sole purpose of including the correct version of Exhibit 101.1.
This Amendment does not amend or otherwise update any other information in the Original Form 10-K and does not reflect events occurring after the date of the Original Form 10-K. No other changes have been made to the Original Form 10-K.
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PART IV |
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Item 15. |
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Item 15. |
Exhibits and Financial Statement Schedules. |
The exhibits designated with an asterisk (*) are filed herewith. All other exhibits have been previously filed with the Commission and pursuant to 17 C.F.R. ss. 230.411, are incorporated by reference to the document referenced in brackets following the descriptions of such exhibits. A management contract or compensation plan or arrangement is indicated with (§§). Certain portions of exhibits marked with the symbol (++) have been granted confidential treatment by the Securities and Exchange Commission. Such portions were omitted and filed separately with the Securities and Exchange Commission.
Exhibit No. |
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Description |
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2.1 |
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2.1.1 |
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2.1.2 |
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3.1 |
Certificate of Incorporation (filed as Exhibit 3.3.1 to Registration Statement on Form S-18, File No. 33-46246-NY). |
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3.1.1 |
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3.1.2 |
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3.1.3 |
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3.1.4 |
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3.1.5 |
3.1.6 |
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3.1.7 |
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3.1.8 |
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3.2 |
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3.2.1 |
3.3 |
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4.1 |
Form of Common Stock Certificate (filed as Exhibit 4.1 to Registration Statement on Form S-18, File No. 33-46246-NY). |
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4.2 |
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4.3 |
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4.4 |
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4.4 |
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4.5 |
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4.6 |
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4.7 |
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4.8 |
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4.9 |
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4.10 |
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4.11 |
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4.12 |
4.13 |
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4.14 |
4.15 |
4.16 |
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4.17 |
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4.18 |
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4.19 |
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4.20 |
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4.21 |
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4.22 |
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4.23 |
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4.24 |
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10.1 §§ |
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10.2 §§ |
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10.3 §§ |
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10.4 §§ |
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10.5 §§ |
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10.6 §§ |
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10.7 §§ |
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10.8 §§ |
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10.9 ++ |
10.10 |
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10.11 §§ |
10.12 |
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10.13 §§ |
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10.14 |
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10.15 |
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10.16 |
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10.17 |
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10.18 |
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10.19 |
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10.20 |
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10.21 |
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10.22 §§ |
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10.23 §§ |
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10.24 §§ |
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10.25 |
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10.26 |
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10.27 |
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10.28 |
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10.29 |
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10.30 |
10.31 |
10.32 |
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14 |
21.1 |
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23.1 |
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31.1 |
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31.2 |
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32.1 |
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32.2 |
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101.1 * |
The following financial information from Aeon Global Health Corp.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018, formatted in XBRL (eXtensible Business Reporting Language) and filed electronically herewith: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Shareholder’s Equity; (iv) the Consolidated Statement of Cash Flows, and (v) the Notes to Consolidated Financial Statements. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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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AEON GLOBAL HEALTH CORP. |
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By: |
/s/ Hanif Roshan |
Name: |
Hanif Roshan |
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Dated: November 8, 2018 |
Title: |
Chief Executive Officer and Chairman of the Board |
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By: |
/s/ Michael J. Poelking |
Name: |
Michael J. Poelking |
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Dated: November 8, 2018 |
Title: |
Chief Financial Officer and Treasurer |
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