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EXCEL - IDEA: XBRL DOCUMENT - AxoGen, Inc.Financial_Report.xls
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
or
     
o   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: 0-16159
LECTEC CORPORATION
(Exact name of registrant as specified in its charter)
     
Minnesota   41-1301878
     
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
1407 South Kings Highway, Texarkana, TX   75501
     
(Address of principal executive offices)   (Zip Code)
(903)-832-0993
 
(Registrant’s telephone number, including area code)
Not Applicable
 
(Former name, former address and former fiscal year, if changed since last report)
     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 þ NO o
     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 þ NO o
     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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
             
Large accelerated filer o
  Accelerated filer o   Non-accelerated filer o   Smaller reporting company þ
 
      (Do not check if a smaller reporting company)    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO þ
As of August 11, 2011, the registrant had 4,305,026 shares of common stock outstanding.
 
 

 


 

EXPLANATORY NOTE
     The purpose of this Amendment No. 1 to LecTec Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 11, 2011 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (Extensible Business Reporting Language).
     No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q continues to speak as of the original filing date of the Form 10-Q, 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 Form 10-Q.
     Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
ITEM 6—EXHIBITS
         
Exhibit No.   Description
  2.01    
Agreement and Plan of Merger, dated as of May 31, 2011, among LecTec Corporation, Nerve Merger Sub Corp. and AxoGen Corporation (Incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 2, 2011).
       
 
  2.02    
Amendment No. 1 to Agreement and Plan of Merger, dated as of June 30, 2011, among LecTec Corporation, Nerve Merger Sub Corp. and AxoGen Corporation (Incorporated herein by reference to Appendix A2 to the Proxy Statement/Prospectus filed as part of the Company’s Registration Statement on Form S-4 filed on July 6, 2011 (File No. 333-175379)).
       
 
  2.03    
Amendment No. 2 to Agreement and Plan of Merger, dated as of August 9, 2011, among LecTec Corporation, Nerve Merger Sub Corp. and AxoGen Corporation (Incorporated herein by reference to Appendix A3 to the Proxy Statement/Prospectus filed as part of the Company’s Amendment No. 1 to Registration Statement on Form S-4 filed on August 11, 2011 (File No. 333-175379)).
       
 
  3.01    
Articles of Incorporation of LecTec Corporation, as amended (Incorporated herein by reference to the Company’s Form S-1 Registration Statement (file number 33-9774C) filed on October 31, 1986 and amended on December 12, 1986).
       
 
  3.02    
Bylaws of LecTec Corporation (Incorporated herein by reference to the Company’s Form S-1 Registration Statement (file number 33-9774C) filed on October 31, 1986 and amended on December 12, 1986).
       
 
  10.01    
Patent Purchase Agreement, dated May 9, 2011, by and between LecTec Corporation and Endo Pharmaceuticals Inc. (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 13, 2011).
       
 
  10.02    
$2,000,000 Subordinated Secured Convertible Promissory Note, issued May 31, 2011, by AxoGen Corporation in favor of LecTec Corporation (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 2, 2011).
       
 
  10.03    
Security Agreement, dated as of May 3, 2011, made and given by AxoGen Corporation to LecTec Corporation (Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 2, 2011).
       
 
  10.04    
Confidential Settlement Agreement and Mutual Release by and between LecTec Corporation and Prince of Peace Enterprises, Inc., dated April 25, 2011 (Incorporated herein by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-4 filed on July 6, 2011 (File No. 333-175379)).
       
 
  10.05    
$500,000 Subordinated Secured Convertible Promissory Note, issued May 3, 2011, by AxoGen Corporation in favor of LecTec Corporation (Incorporated herein by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-4 filed on July 6, 2011 (File No. 333-175379)).

 


 

         
Exhibit No.   Description
  10.06    
Stock Purchase Agreement, dated as of May 31, 2011, by and among LecTec Corporation and Persons listed on Schedule A (Incorporated herein by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-4 filed on July 6, 2011 (File No. 333-175379)).
       
 
  10.07    
Amendment No. 1 to Stock Purchase Agreement, dated as of July 8, 2011, by and among LecTec Corporation and the persons listed on Schedule A (Incorporated herein by reference to Exhibit 10.21 to the Company’s Amendment No. 1 to Registration Statement on Form S-4 filed on August 11, 2011 (File No. 333-175379))
       
 
  31.01*    
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
       
 
  31.02*    
Certification of Principle Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
       
 
  32.01*    
Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
       
 
  101**    
Financial statements from the Quarterly Report on Form 10-Q of LecTec Corporation for the quarterly period ended June 30, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Cash Flows and (iv) the Notes to Condensed Financial Statements.
 
*   Previously filed as an exhibit to LecTec Corporation’s Form 10-Q for the quarterly period ended June 30, 2011, filed on August 11, 2011.
 
**   Filed herewith.

 


 

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.
         
  LECTEC CORPORATION
 
 
Date: September 9, 2011  By:   /s/ Gregory G. Freitag    
    Gregory G. Freitag   
    Chief Executive Officer, Chief Financial Officer & Director
(Principal Executive Officer and Principal Financial Officer) 
 

 


 

         
EXHIBIT INDEX
         
Exhibit No.   Description
  2.01    
Agreement and Plan of Merger, dated as of May 31, 2011, among LecTec Corporation, Nerve Merger Sub Corp. and AxoGen Corporation (Incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 2, 2011).
       
 
  2.02    
Amendment No. 1 to Agreement and Plan of Merger, dated as of June 30, 2011, among LecTec Corporation, Nerve Merger Sub Corp. and AxoGen Corporation (Incorporated herein by reference to Appendix A2 to the Proxy Statement/Prospectus filed as part of the Company’s Registration Statement on Form S-4 filed on July 6, 2011 (File No. 333-175379)).
       
 
  2.03    
Amendment No. 2 to Agreement and Plan of Merger, dated as of August 9, 2011, among LecTec Corporation, Nerve Merger Sub Corp. and AxoGen Corporation (Incorporated herein by reference to Appendix A3 to the Proxy Statement/Prospectus filed as part of the Company’s Amendment No. 1 to Registration Statement on Form S-4 filed on August 11, 2011 (File No. 333-175379)).
       
 
  3.01    
Articles of Incorporation of LecTec Corporation, as amended (Incorporated herein by reference to the Company’s Form S-1 Registration Statement (file number 33-9774C) filed on October 31, 1986 and amended on December 12, 1986).
       
 
  3.02    
Bylaws of LecTec Corporation (Incorporated herein by reference to the Company’s Form S-1 Registration Statement (file number 33-9774C) filed on October 31, 1986 and amended on December 12, 1986).
       
 
  10.01    
Patent Purchase Agreement, dated May 9, 2011, by and between LecTec Corporation and Endo Pharmaceuticals Inc. (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 13, 2011).
       
 
  10.02    
$2,000,000 Subordinated Secured Convertible Promissory Note, issued May 31, 2011, by AxoGen Corporation in favor of LecTec Corporation (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 2, 2011).
       
 
  10.03    
Security Agreement, dated as of May 3, 2011, made and given by AxoGen Corporation to LecTec Corporation (Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 2, 2011).
       
 
  10.04    
Confidential Settlement Agreement and Mutual Release by and between LecTec Corporation and Prince of Peace Enterprises, Inc., dated April 25, 2011 (Incorporated herein by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-4 filed on July 6, 2011 (File No. 333-175379)).
       
 
  10.05    
$500,000 Subordinated Secured Convertible Promissory Note, issued May 3, 2011, by AxoGen Corporation in favor of LecTec Corporation (Incorporated herein by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-4 filed on July 6, 2011 (File No. 333-175379)).
       
 
  10.06    
Stock Purchase Agreement, dated as of May 31, 2011, by and among LecTec Corporation and Persons listed on Schedule A (Incorporated herein by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-4 filed on July 6, 2011 (File No. 333-175379)).
       
 
  10.07    
Amendment No. 1 to Stock Purchase Agreement, dated as of July 8, 2011, by and among LecTec Corporation and the persons listed on Schedule A (Incorporated herein by reference to Exhibit 10.21 to the Company’s Amendment No. 1 to Registration Statement on Form S-4 filed on August 11, 2011 (File No. 333-175379))
       
 
  31.01*    
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
       
 
  31.02*    
Certification of Principle Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
       
 
  32.01*    
Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

 


 

         
Exhibit No.   Description
  101**    
Financial statements from the Quarterly Report on Form 10-Q of LecTec Corporation for the quarterly period ended June 30, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Cash Flows and (iv) the Notes to Condensed Financial Statements.
 
*   Previously filed as an exhibit to LecTec Corporation’s Form 10-Q for the quarterly period ended June 30, 2011, filed on August 11, 2011.
 
**   Filed herewith.