Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - Aridis Pharmaceuticals, Inc. | tm2114361d1_ex31-2.htm |
| EX-31.1 - EXHIBIT 31.1 - Aridis Pharmaceuticals, Inc. | tm2114361d1_ex31-1.htm |
UNITED STATES
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 December 31, 2019 | |
| 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 001-38630
Aridis Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
47-2641188
|
983 University Avenue, Bldg. B Los Gatos, California |
95032 (Zip Code) |
Registrant’s telephone number, including area code: (408) 385-1742
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Name of exchange on which registered |
| Common Stock, par value $0.0001 per share | The Nasdaq Capital Market |
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 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 ¨ 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 ¨
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 x No ¨
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 the 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. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 o | Accelerated filer o | Non-accelerated filer x |
Smaller reporting company x Emerging growth company x |
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 x
The aggregate market value of the registrant’s common stock, held by non-affiliates of the registrant as of June 30, 2019 (which is the last business day of registrant’s most recently completed second fiscal quarter) based upon the closing market price of such stock on the Nasdaq Global Market on that date, was approximately $58.8 million. For purposes of this disclosure, shares of common stock held by an officer, a director and an affiliated shareholder have been excluded in that such persons may be deemed to be “affiliates” as that term is defined under the Rules and Regulations of the Securities Exchange Act of 1934. This determination of affiliate status is not necessarily conclusive.
On March 16, 2020, the registrant had 8,920,257 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for the 2020 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2019.
EXPLANATORY NOTE
This Amendment No. 1 (the “Amendment”) to the Annual Report on Form 10-K of Aridis Pharmaceuticals, Inc. (the “Company”) for the fiscal year ended December 31, 2019, originally filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2020 (the “Original Filing”), is being filed solely to include revised Exhibits 31.1 and 31.2, which include certain statements required by Item 601(b)(31) of Regulation S-K inadvertently omitted by the Company when originally filed. This Amendment contains only the cover page, this explanatory note, the exhibit index, the signature page and the revised certifications.
Except for the foregoing, this Amendment does not alter or update any information contained in the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing, and the Company’s filings made with the SEC subsequent to the filing of the Original Filing.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
| (3) | Exhibits. |
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|
Exhibit No. |
Description | |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed with the Registrant's Annual Report on Form 10K for the year ended December 31, 2019, filed with the SEC on April 8, 2020 and incorporated herein by reference) | |
| 101.INS** | XBRL Instance Document (filed with the Registrant's Annual Report on Form 10K for the year ended December 31, 2019, filed with the SEC on April 8, 2020 and incorporated herein by reference). | |
| 101.SCH** | XBRL Taxonomy Extension Schema Document (filed with the Registrant's Annual Report on Form 10K for the year ended December 31, 2019, filed with the SEC on April 8, 2020 and incorporated herein by reference). | |
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document (filed with the Registrant's Annual Report on Form 10K for the year ended December 31, 2019, filed with the SEC on April 8, 2020 and incorporated herein by reference). | |
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document (filed with the Registrant's Annual Report on Form 10K for the year ended December 31, 2019, filed with the SEC on April 8, 2020 and incorporated herein by reference). | |
| 101.LAB** | XBRL Taxonomy Extension Label Linkbase Document (filed with the Registrant's Annual Report on Form 10K for the year ended December 31, 2019, filed with the SEC on April 8, 2020 and incorporated herein by reference). | |
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document (filed with the Registrant's Annual Report on Form 10K for the year ended December 31, 2019, filed with the SEC on April 8, 2020 and incorporated herein by reference). |
| * | Filed herewith. |
| ** | Previously filed. |
| @ | Indicates a management contract or any compensatory plan, contract or arrangement |
| # | Confidential treatment has been granted for portions omitted from this exhibit (indicated by asterisks) and those portions have been separately filed with the Securities and Exchange Commission. |
| † | Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of making such portions with an asterisk because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. |
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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.
| Aridis Pharmaceuticals, Inc. | ||
| Dated: April 30, 2021 | By: |
/s/ Vu Truong Vu Truong Chief Executive Officer, Chief Scientific Officer and Director (Principal Executive Officer) |
| By: |
/s/ Michael A. Nazak Michael A. Nazak Chief Financial Officer (Principal Accounting 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.
| Signature | Title | Date | ||
* Eric Patzer |
Executive Chairman and Director | April 30, 2021 | ||
/s/ Vu Truong Vu Truong |
Chief Executive Officer, Chief Scientific Officer and Director (Principal Executive Officer) | April 30, 2021 | ||
/s/ Michael A. Nazak Michael A. Nazak |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | April 30, 2021 | ||
* Robert R. Ruffolo |
Director | April 30, 2021 | ||
* Craig Gibbs |
Director | April 30, 2021 | ||
* John Hamilton |
Director | April 30, 2021 | ||
* Susan Windham-Bannister |
Director | April 30, 2021 |
|
* By: |
/s/ Vu Truong |
|
| Vu Truong, Attorney-in-Fact |
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