Amended Quarterly Report (10-q/a)
19 July 2018 - 6:22AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-Q/A
Amendment No. 1
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2018
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission File Number:
001-36086
FOUNDATION MEDICINE, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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27-1316416
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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150 Second Street
Cambridge MA
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02141
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (617)
418-2200
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 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.
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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 smaller reporting company)
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Smaller reporting company
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☐
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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
Exchange Act). Yes ☐ No ☒
As of June 25, 2018, the registrant had
37,137,339 shares of common stock, $0.0001 par value per share, outstanding.
EXPLANATORY NOTE EXHIBIT FILING ONLY
Foundation Medicine, Inc. (the Company) is filing this Amendment No. 1 (this Amendment) to its Quarterly Report on Form
10-Q
for the quarter ended March 31, 2018 (the Form
10-Q),
originally filed on May 2, 2018. This Amendment is an exhibit-only filing in response to
comments received from the Securities and Exchange Commission (the Commission) regarding a request for confidential treatment of certain portions of Exhibit 10.1 originally filed with the Form
10-Q.
This Amendment is being filed solely to
re-file
Exhibit 10.1 based on Commission comments in order to restore certain redacted information in the agreement on
such exhibit that was subject to a confidential treatment request. In addition, as required by Rule
12b-15
under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive
officer and principal financial officer are filed as exhibits to this Amendment.
This Amendment is limited in scope to the items identified above and
should be read in conjunction with the Form
10-Q.
This Amendment does not reflect events occurring after the filing of the Form
10-Q
and no revisions are being made to
the Companys financial statements pursuant to this Amendment. Other than the filing of the information identified above, this Amendment does not modify or update the disclosure in the Form
10-Q
in any
way.
2
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Exhibit
No.
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Exhibit
Index
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10.1*#
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Amended and Restated
Ex-US
Commercialization Agreement, by and between the Company and F.
Hoffmann-La
Roche Ltd, dated February 28,
2018.
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10.2
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Executive Employee Offer Letter by and between the Company and Michael Doherty, dated December
5, 2016, as amended (incorporated by reference to Exhibit 10.2 of the Companys Form
10-Q
filed on May 2, 2018).
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10.3
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Executive Employee Offer Letter by and between the Company and Konstantin Fiedler, dated May
1, 2018 (incorporated by reference to Exhibit 10.3 of the Companys Form
10-Q
filed on May 2, 2018).
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10.4
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Executive Employee Offer Letter by and between the Company and Melanie Nallicheri, dated September
12, 2016 (incorporated by reference to Exhibit 10.4 of the Companys Form
10-Q
filed on May 2, 2018).
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31.1*
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Certification of Principal Executive Officer pursuant to Rule
13a-14(a)
or
Rule
15d-14(a)
of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2*
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Certification of Principal Financial Officer pursuant to Rule
13a-14(a)
or
Rule
15d-14(a)
of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1**
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101
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Interactive Data Files regarding (a) our Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017, (b) our Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three
Months Ended March 31, 2018 and 2017, (c) our Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017, and (d) the Notes to such Condensed Consolidated Financial Statements.
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#
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Confidential treatment has been requested for certain information contained in this exhibit. Such information has been omitted and filed separately with the Securities and Exchange Commission.
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3
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 on
the date set forth below by the undersigned thereunto duly authorized.
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FOUNDATION MEDICINE, INC.
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Date: July 18, 2018
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By:
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/s/ Troy Cox
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Troy Cox
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President and Chief Executive Officer
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(Principal Executive Officer)
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Date: July 18, 2018
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By:
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/s/ Jason Ryan
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Jason Ryan
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Chief Financial Officer
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(Principal Financial Officer)
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4
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