Amended Quarterly Report (10-q/a)
09 Settembre 2022 - 10:22PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 |
For the quarterly period ended June 30, 2022
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 |
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Commission File Number: 001-37718
F-STAR THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
52-2386345 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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Eddeva B920 Babraham Research Campus Cambridge, United Kingdom |
CB22 3AT |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: +44-1223-497400
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
Trading Symbol |
Name of each exchange
on which registered |
Common Stock, $0.0001 par value per share |
FSTX |
The Nasdaq Stock Market (Nasdaq Capital Market) |
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 (§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 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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Non-accelerated filer |
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Smaller reporting company |
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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 ☒
The number of shares of Registrant’s Common Stock outstanding as of June 30, 2022 was 21,584,723.
EXPLANATORY NOTE
F-star Therapeutics, Inc. (“F-star”, “our” or “we”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022 (the “Original Form 10-Q”), which was filed with the Securities and Exchange Commission on August 11, 2022. This Amendment replaces in its entirety Part I, Item 4 “Controls and Procedures” (“Item 4”) of the Original Form 10-Q, which inadvertently did not include the conclusion by our Chief Executive Officer and Chief Financial Officer of the effectiveness of our disclosure controls and procedures, as required by Item 307 of Regulation S-K.
The new Item 4 provided by this Amendment includes a statement regarding the conclusion of our Chief Executive Officer and Chief Financial Officer that our disclosure controls and procedures were effective as of June 30, 2022.
This Amendment does not amend the Original Form 10-Q in any other way. Specifically, it does not update the Original Form 10-Q to reflect events occurring after August 11, 2022.
The complete text of Item 4, including the revised language referenced above, is provided below.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of June 30, 2022, our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that such disclosure controls and procedures were effective as of June 30, 2022.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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EXHIBIT INDEX
Item 601 of Regulation S-K requires the exhibits listed below.
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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.
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F-star Therapeutics, Inc. |
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Date: September 9, 2022 |
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By: |
/s/ Eliot R. Forster |
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Eliot R. Forster, Ph.D. |
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President and Chief Executive Officer |
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