true0001671858--12-31Q3 0001671858 2024-01-01 2024-09-30 0001671858 2024-11-06 0001671858 spry:BrianDorseyMember 2024-01-01 2024-09-30 0001671858 spry:LauraShawverMember 2024-01-01 2024-09-30 0001671858 spry:BrianDorseyMember 2024-09-30 0001671858 spry:LauraShawverMember 2024-09-30 xbrli:shares
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-Q/A
 
 
Amendment No. 1
 
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
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 001-39756
 
 
ARS Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its Charter)
 
 
 
Delaware
  
81-1489190
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)
11682 El Camino Real, Suite 120
San Diego, California
  
92130
(Address of principal executive offices)
  
(Zip Code)
Registrant’s telephone number, including area code: (858)
771-9307
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Common Stock, par value $0.0001 per share
  
SPRY
  
The Nasdaq Stock Market LLC
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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐
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   ☐    Accelerated filer   ☐
Non-accelerated
filer		   ☒   
Smaller reporting company
   ☒
Emerging growth company
   ☒     
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 November 6, 2024 there were 97,185,475 shares of registrant’s common stock, $0.0001 par value per share, outstanding.
 
 
 

EXPLANATORY NOTE
ARS Pharmaceuticals, Inc. (the “Company”) is filing this Amendment No. 1 on Form
10-Q/A
(this “Amendment”) to its Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2024, which was originally filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2024 (the “Original Filing”) to amend Part II “Item 5. Other Information” by adding disclosure regarding a “Rule
10b5-1
trading arrangement” as defined in Item 408(a) of Regulation
S-K
that was entered into during the quarter ended September 30, 2024 by a member of the Company’s board of directors. In accordance with Rule
12b-15
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the complete text of Part II “Item 5. Other Information” as amended hereby is set forth herein.
In addition, as required by Rule
12b-15
of the Exchange Act, new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Part II “Item 6. Exhibits” hereof, pursuant to Rule
13a-14(a)
or
15d-14(a)
of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Item 307 or 308 of Regulation
S-K,
paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002, as amended), as no financial statements are being filed with this Amendment. Other than as expressly set forth herein, this Amendment does not, and does not purport to amend, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was made. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.

PART II – OTHER INFORMATION
Item 5. Other Information
During the quarter ended September 30, 2024, one of our executive officers terminated a Rule
 
10b5-1
 
trading plan and a member of our board of directors adopted a Rule
 
10b5-1
 
trading plan, each as set forth in the table below.
 
                 
Type of Trading Arrangement
         
Name and Position
   
Action
    
Adoption/Termination
Date
     
Rule 10b5-1
(1)
     
Non-Rule

10b5-1
(2)
     
Total Shares
of Common
Stock to be
Sold
     
Expiration

Date
  
Brian Dorsey, Chief Operating Officer
      Termination
(3)
 		     August 28, 2024        X           340,000        March 31, 2025  
Laura Shawver, Director
      Adoption       August 16, 2024        X           400,002        April 30, 2025  
 
(1)
 
Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule
 
10b5-1(c)
 
under the Exchange Act.
 
(2)
 
“Non-Rule
 
10b5-1
 
trading arrangement” as defined in Item 408(c) of Regulation
 
S-K
 
under the Exchange Act.
 
(3)
 
Represents the termination of a trading plan intended to satisfy the affirmative defense conditions of Rule
 
10b5-1(c)
 
adopted on March 31, 2023 and amended on December 8, 2023.
 
1

Item 6. Exhibits

 

Exhibit

Number

   

Description

 31.1    Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 31.2    Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
101.INS    Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH    Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104    Cover page formatted as Inline XBRL and contained in Exhibit 101

 

2

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.

 

    ARS PHARMACEUTICALS, INC.
Date: December 6, 2024     By:  

/s/ Richard Lowenthal, M.S., MSEL

      Richard Lowenthal, M.S., MSEL
      President and Chief Executive Officer
      (Principal Executive Officer)
Date: December 6, 2024     By:  

/s/ Kathleen D. Scott

      Kathleen D. Scott
      Chief Financial Officer
      (Principal Financial and Accounting Officer)

 

3

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard Lowenthal, certify that:

1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2024 of ARS Pharmaceuticals, 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: December 6, 2024      By:   

/s/ Richard Lowenthal, M.S., MSEL

        Richard Lowenthal, M.S., MSEL
        President and Chief Executive Officer
        (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kathleen Scott, certify that:

1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2024 of ARS Pharmaceuticals, 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: December 6, 2024     By:  

/s/ Kathleen D. Scott

      Kathleen D. Scott
      Chief Financial Officer
      (Principal Financial and Accounting Officer)
v3.24.3
Cover Page - shares
 9 Months Ended
Sep. 30, 2024
Nov. 06, 2024
Document Information [Line Items]    
Document Type 10-Q/A  
Amendment Flag true  
Amendment Description EXPLANATORY NOTE ARS Pharmaceuticals, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, which was originally filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2024 (the “Original Filing”) to amend Part II “Item 5. Other Information” by adding disclosure regarding a “Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K that was entered into during the quarter ended September 30, 2024 by a member of the Company’s board of directors. In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the complete text of Part II “Item 5. Other Information” as amended hereby is set forth herein. In addition, as required by Rule 12b-15 of the Exchange Act, new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Part II “Item 6. Exhibits” hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Item 307 or 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002, as amended), as no financial statements are being filed with this Amendment. Other than as expressly set forth herein, this Amendment does not, and does not purport to amend, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was made. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.  
Entity Registrant Name ARS Pharmaceuticals, Inc.  
Entity Central Index Key 0001671858  
Document Period End Date Sep. 30, 2024  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
Entity Current Reporting Status Yes  
Title of 12(b) Security Common Stock  
Trading Symbol SPRY  
Security Exchange Name NASDAQ  
Securities Act File Number 001-39756  
Entity Tax Identification Number 81-1489190  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 11682 El Camino Real  
Entity Address, Address Line Two Suite 120  
Entity Address, City or Town San Diego  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 92130  
City Area Code 858  
Local Phone Number 771-9307  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   97,185,475
v3.24.3
Insider Trading Arrangements
 9 Months Ended
Sep. 30, 2024
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement
During the quarter ended September 30, 2024, one of our executive officers terminated a Rule
 
10b5-1
 
trading plan and a member of our board of directors adopted a Rule
 
10b5-1
 
trading plan, each as set forth in the table below.
 
                 
Type of Trading Arrangement
         
Name and Position
   
Action
    
Adoption/Termination
Date
     
Rule 10b5-1
(1)
     
Non-Rule

10b5-1
(2)
     
Total Shares
of Common
Stock to be
Sold
     
Expiration

Date
  
Brian Dorsey, Chief Operating Officer
      Termination
(3)
 		     August 28, 2024        X           340,000        March 31, 2025  
Laura Shawver, Director
      Adoption       August 16, 2024        X           400,002        April 30, 2025  
 
(1)
 
Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule
 
10b5-1(c)
 
under the Exchange Act.
 
(2)
 
“Non-Rule
 
10b5-1
 
trading arrangement” as defined in Item 408(c) of Regulation
 
S-K
 
under the Exchange Act.
 
(3)
 
Represents the termination of a trading plan intended to satisfy the affirmative defense conditions of Rule
 
10b5-1(c)
 
adopted on March 31, 2023 and amended on December 8, 2023.
Brian Dorsey [Member]  
Trading Arrangements, by Individual  
Name Brian Dorsey
Title Chief Operating Officer
Rule 10b5-1 Arrangement Terminated true
Termination Date August 28, 2024
Expiration Date March 31, 2025
Aggregate Available 340,000
Laura Shawver [Member]  
Trading Arrangements, by Individual  
Name Laura Shawver
Title Director
Rule 10b5-1 Arrangement Adopted true
Adoption Date August 16, 2024
Expiration Date April 30, 2025
Aggregate Available 400,002
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