UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
| ¨ | 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: 001-35610
ATOSSA GENETICS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 26-4753208 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| 2345 Eastlake Ave. East, Suite 201 | 98102 | |
| Seattle, WA | (Zip Code) | |
| (Address of principal executive offices) |
Registrant’s telephone number, including area code: (800) 351-3902
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 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 ¨
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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding at March 31, 2015 was 27,217,257.
EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-Q/A (the “Amended Filing”) to our quarterly report on Form 10-Q for the period ended September 30, 2014, originally filed on November 12, 2014, (the “Original Filing”) to restate the exhibits and exhibit index set forth in Part II, Item 6 of the Original Filing. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amended Filing restates in its entirety Item 6 of the Original Filing and contains new certifications pursuant to Rule 13a-14(a)/15d-14(a), which are filed herewith. Because no financial statements have been included in this Amended Filing and this Amended Filing does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of such certifications have been omitted.
No other changes have been made to the Original Filing. This Amended Filing speaks as of the original filing date of the Original Filing, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the Original Filing.
ITEM 6. EXHIBITS
| Exhibits | ||
| 10.2* | TME Master Service Agreement dated September 1, 2014 between Targeted Medical Education (TME) and NRLBH | |
| 31.1** | Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 of Steven C. Quay | |
| 31.2** | Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 of Kyle Guse | |
| 101* | Interactive Data Files pursuant to Rule 405 of Regulation S-T |
| * | Previously filed as an exhibit to the Company’s quarterly report on Form 10-Q for the period ended September 30, 2014, filed with the Securities and Exchange Commission on November 12, 2014. | ||
| ** | Filed herewith. |
SIGNATURES
Pursuant to the requirements 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.
Date: May 5, 2015
| /s/ Steven C. Quay | |
| Steven C. Quay | |
| President and Chief Executive Officer | |
| (On behalf of the Registrant) |
| /s/ Kyle Guse | |
| Kyle Guse | |
| Chief Financial Officer, General Counsel and Secretary | |
| (As Principal Financial and Accounting Officer) | |
Exhibit 31.1
CERTIFICATION
PURSUANT TO RULE 13a-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Steven C. Quay, certify that:
1. I have reviewed this Amended Filing of Atossa Genetics Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| Date: May 5, 2015 | |
| /s/ Steven C. Quay | |
| Steven C. Quay | |
| Chief Executive Officer and President | |
| (Principal executive officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kyle Guse, certify that:
1. I have reviewed this Amended Filing of Atossa Genetics Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| Date: May 5, 2015 | |
| /s/ Kyle Guse | |
| Kyle Guse | |
| Chief Financial Officer, General Counsel and Secretary | |
| (Principal financial and accounting officer) |