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EX-31.1 - EX-31.1 - POZEN INC /NCd552709dex311.htm
EX-31.2 - EX-31.2 - POZEN INC /NCd552709dex312.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-K/A

(Amendment No. 1)

 

 

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

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 000-31719

 

 

POZEN INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   62-1657552

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

1414 Raleigh Rd, Suite 400, Chapel Hill, NC 27517

(Address of principal executive offices including zip code)

(919) 913-1030

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Common Stock, $0.001 par value   NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

Preferred Share Purchase Right

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨  No  x.

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 website, 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  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. 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   x
Non-accelerated filer   ¨      Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Act).    Yes  ¨    No  x.

The aggregate market value of the common stock held by non-affiliates computed by reference to the last reported sale price on June 30, 2012 was approximately $166,125,573. As of February 21, 2013, there were outstanding 30,346,861 shares of common stock.

 

 

 


EXPLANATORY NOTE

POZEN Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2012, originally filed on March 7, 2013, in order to correct an error on the cover page. When reporting the Company’s outstanding shares of common stock, the date and shares were inadvertently reported as outstanding as of February 21, 2012. The correct date is February 21, 2013, and the sentence should have read: As of February 21, 2013, there were outstanding 30,346,861 shares of common stock. The cover page on this Form 10-K/A has been corrected.

This report is limited in scope to the items identified above and should be read in conjunction with the Annual Report on Form 10-K. This report does not reflect events occurring after the filing of the Annual Report on Form 10-K and, other than the furnishing of the information identified above, does not modify or update the disclosure in the Annual Report on Form 10-K in any way.


Item 15. Exhibits, Financial Statement Schedules

 

(a) Financial Statements and Schedules:

 

  3. List of Exhibits

 

Exhibit
No.

  

Description

31.1    Certification of the Chief Executive Officer pursuant to Rule 13a-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 the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**

 

** Filed herewith.


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 

    Registrant:
    POZEN Inc.
Date: July 2, 2013     By:  

/s/ John R. Plachetka

      John R. Plachetka
      Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ John R. Plachetka

John R. Plachetka

  

Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)

  July 2, 2013

/s/ William L. Hodges

William L. Hodges

  

Senior Vice President, Finance and Administration and Chief Financial Officer (Principal Financial Officer)

  July 2, 2013

/s/ John E. Barnhardt

John E. Barnhardt

  

Vice President, Finance and Administration (Principal Accounting Officer)

  July 2, 2013

/s/ Neal F. Fowler

  

Director

  July 2, 2013
Neal F. Fowler     

/s/ Arthur S. Kirsch

  

Director

  July 2, 2013
Arthur S. Kirsch     

/s/ Kenneth B. Lee, Jr.

  

Director

  July 2, 2013
Kenneth B. Lee Jr.     

/s Martin Nicklasson

  

Director

  July 2, 2013
Martin Nicklasson     

/s/ Seth A. Rudnick

  

Director

  July 2, 2013
Seth A. Rudnick