Attached files
| file | filename |
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| EX-31.2 - EX-31.2 - SCICLONE PHARMACEUTICALS INC | scln-20160630xex31_2.htm |
| EX-31.1 - EX-31.1 - SCICLONE PHARMACEUTICALS INC | scln-20160630xex31_1.htm |
| EX-10.5 - EX-10.5 - SCICLONE PHARMACEUTICALS INC | scln-20160630xex10_5.htm |
| EX-10.4 - EX-10.4 - SCICLONE PHARMACEUTICALS INC | scln-20160630xex10_4.htm |
| EX-10.3 - EX-10.3 - SCICLONE PHARMACEUTICALS INC | scln-20160630xex10_3.htm |
| EX-10.2 - EX-10.2 - SCICLONE PHARMACEUTICALS INC | scln-20160630xex10_2.htm |
| EX-10.1 - EX-10.1 - SCICLONE PHARMACEUTICALS INC | scln-20160630xex10_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM 10-Q/A
_________________________________________
(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, 2016
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: 0-19825
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SCICLONE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________
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Delaware |
94-3116852 |
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(State or other jurisdiction of |
(I.R.S. employer |
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incorporation or organization) |
Identification no.) |
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950 Tower Lane, Suite 900, Foster City, California |
94404 |
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(Address of principal executive offices) |
(Zip code) |
(650) 358-3456
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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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, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting 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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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 March 1, 2017, 51,475,177 shares of the registrant’s Common Stock, $0.001 par value, were issued and outstanding.
Explanatory Note
SciClone Pharmaceuticals, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to amend its Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, originally filed with the Securities and Exchange Commission (“SEC”) on August 9, 2016 (the “Form 10-Q”). This Amendment is being filed solely to re-file Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 in order to restore certain redacted information in response to comments provided by the staff of the SEC relating to the confidential treatment request previously filed by the Company with respect to Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5. 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. Because the Company’s financial statements are not being amended and are not contained within this Amendment, and because this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, the Company is not including paragraphs 3, 4 and 5 of the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, or updated certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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 Company’s 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.
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Exhibit |
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Description |
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10.1(1)* |
Manufacturing Services Agreement by and between Lonza Sales Ltd. and SciClone Pharmaceuticals International, Ltd, effective April 30, 2014 (“Manufacturing Services Agreement”). |
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10.2(1)* |
Amendment No. 1 to Manufacturing Services Agreement by and between SciClone Pharmaceuticals International Ltd. and Lonza Sales Ltd as of March 22, 2015. |
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10.3(1)* |
Amendment No. 2 to Manufacturing Services Agreement by and between SciClone Pharmaceuticals International Ltd. and Lonza Sales Ltd as of July 22, 2015. |
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10.4(1)* |
Amendment No. 3 to Manufacturing Services Agreement by and between SciClone Pharmaceuticals International Ltd. and Lonza Sales Ltd as of December 5, 2015. |
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10.5(1)* |
Amendment No. 4 to Manufacturing Services Agreement by and between SciClone Pharmaceuticals International Ltd. and Lonza Sales Ltd as of May 31, 2016. |
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31.1(1) |
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2(1) |
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1(2) |
Certification 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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32.2(2) |
Certification 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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2
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101(3) |
The following materials from Registrant’s Quarterly Report on Form 10-Q for the three- and six-months ended June 30, 2016, formatted in Extensible Business Reporting Language (XBRL) includes: (i) Unaudited Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015, (ii) Unaudited Condensed Consolidated Statements of Operations for the three- and six-months ended June 30, 2016 and 2015, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three- and six-months ended June 30, 2016 and 2015, (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the six-months ended June 30, 2016 and 2015, and (v) Notes to Unaudited Condensed Consolidated Financial Statements. |
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Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under 17 C.F.R. Sections 200.80(b)(4), 200.83 and 230.46. |
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(1) |
Filed herewith. |
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(2) |
Previously furnished. |
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(3) |
Previously filed. |
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SIGNATUREPursuant 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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Dated: March 3, 2017 |
SCICLONE PHARMACEUTICALS, INC. |
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By: |
/s/ Wilson W. Cheung |
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Wilson W. Cheung |
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Chief Financial Officer and Senior Vice President, Finance |
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INDEX TO EXHIBITS
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Exhibit |
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Number |
Description |
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10.1(1)* |
Manufacturing Services Agreement by and between Lonza Sales Ltd. and SciClone Pharmaceuticals International, Ltd, effective April 30, 2014 (“Manufacturing Services Agreement”). |
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10.2(1)* |
Amendment No. 1 to Manufacturing Services Agreement by and between SciClone Pharmaceuticals International Ltd. and Lonza Sales Ltd as of March 22, 2015. |
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10.3(1)* |
Amendment No. 2 to Manufacturing Services Agreement by and between SciClone Pharmaceuticals International Ltd. and Lonza Sales Ltd as of July 22, 2015. |
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10.4(1)* |
Amendment No. 3 to Manufacturing Services Agreement by and between SciClone Pharmaceuticals International Ltd. and Lonza Sales Ltd as of December 5, 2015. |
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10.5(1)* |
Amendment No. 4 to Manufacturing Services Agreement by and between SciClone Pharmaceuticals International Ltd. and Lonza Sales Ltd as of May 31, 2016. |
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31.1(1) |
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2(1) |
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1(2) |
Certification 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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32.2(2) |
Certification 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(3) |
The following materials from Registrant’s Quarterly Report on Form 10-Q for the three- and six-months ended June 30, 2016, formatted in Extensible Business Reporting Language (XBRL) includes: (i) Unaudited Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015, (ii) Unaudited Condensed Consolidated Statements of Operations for the three- and six-months ended June 30, 2016 and 2015, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three- and six-months ended June 30, 2016 and 2015, (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the six-months ended June 30, 2016 and 2015, and (v) Notes to Unaudited Condensed Consolidated Financial Statements. |
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* |
Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under 17 C.F.R. Sections 200.80(b)(4), 200.83 and 230.46. |
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(1) |
Filed herewith. |
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(2) |
Previously furnished. |
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(3) |
Previously filed. |
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