LAPOLLA INDUSTRIES INC - FORM 10-Q/A

Attached files

file	filename
EX-31.2 - EXHIBIT 31.2 - LAPOLLA INDUSTRIES INC	a20170630exhibit312.htm
EX-31.1 - EXHIBIT 31.1 - LAPOLLA INDUSTRIES INC	a20170630exhibit311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

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

For the quarterly period ended June 30, 2017

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

For the transition period from _____ to _____

Commission File No. 001-31354

Lapolla Industries, Inc.

(Exact name of registrant as specified in its charter)



Delaware		13-3545304
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



Intercontinental Business Park
15402 Vantage Parkway East, Suite 322
Houston, Texas		77032
(Address of principal executive offices)		(Zip Code)

(281) 219-4700

(Registrant’s telephone number, including area code)

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 ¨

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 ¨

Indicate by check mark whether 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.



Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (do not check if a smaller reporting company)
	Smaller reporting company þ
	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 by Rule 12b-2 of the Exchange Act). YES ¨ NO þ

The number of shares outstanding of the issuer's common stock, par value $0.01 per share, as of July 31, 2017, was 123,544,129.

EXPLANATORY NOTE

Lapolla Industries, Inc. (the “Company,” “we,” “us,” or “our”) 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 June 30, 2017 (“Original Form 10-Q”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on July 31, 2017 (the “Original 10-Q Filing Date”). We are filing this Amendment solely for the purpose of amending Exhibits 31.1 and 31.2 to include the signatures which were inadvertently omitted from the Original Form 10-Q.

Except as specifically described above, this Amendment does not amend any other information set forth in the Original Form 10-Q. This Amendment speaks only as of the Original 10-Q Filing Date, does not modify or update in any way disclosures made in the Original Form 10-Q (including, without limitation, the financial statements and accompanying notes), and does not reflect events that may have occurred subsequent to the Original 10-Q Filing Date. This Amendment should be read in conjunction with the Original Form 10-Q and our other filings made with the SEC subsequent to the Original 10-Q Filing Date.

PART II — OTHER INFORMATION

Item 6. Exhibits.

See Index of Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		LAPOLLA INDUSTRIES, INC.

Date:	August 1, 2017	By:	/s/ Douglas J. Kramer
		Name:	Douglas J. Kramer
		Title:	CEO and President



		LAPOLLA INDUSTRIES, INC.

Date:	August 1, 2017	By:	/s/ Jomarc C. Marukot
		Name:	Jomarc C. Marukot
		Title:	CFO, Treasurer, and Principal Accounting Officer

INDEX OF EXHIBITS



Exhibit Number		Description
3.1		Proforma Restated Certificate of Incorporation, as amended, and currently in effect (incorporated by reference to Exhibit 3.2 to Form 10-Q for the quarterly period ended June 30, 2011, filed August 19, 2011).
3.2		Bylaws, as amended, and currently in effect (incorporated by reference to Exhibit 3.11 to Form 10-K for the year ended December 31, 2005, filed March 31, 2006).
4.1		Certificate of Designation of Preferences of Series B Convertible Preferred Stock dated September 30, 2001 filed with the State of Delaware November 2, 2001 (incorporated by reference to Exhibit 3.1 to Form 8-K dated September 30, 2001, filed October 25, 2001).
4.2		Amendment to Certificate of Designation of Preferences of Series B Convertible Preferred Stock dated December 31, 2001 (incorporated by reference to Exhibit 3.1.1 to Form 8-K dated December 31, 2001, filed January 31, 2002).
4.3		Certificate of Designation of Preferences of Series C Convertible Preferred Stock dated January 8, 2002 filed with the State of Delaware on February 28, 2002 (incorporated by reference to Exhibit 3.2 to Form 8-K dated January 8, 2002, filed January 31, 2002).
4.4		Amendment to Certificate of Designation of Preferences of Series C Convertible Preferred Stock dated September 27, 2006 filed with the State of Delaware on November 1, 2006 (incorporated by reference to Exhibit 4.1 to Form 10-Q dated September 30, 2006, filed November 1, 2006).
4.5		Certificate of Designation of Preferences of Series D Preferred Stock dated September 28, 2006 as filed with the State of Delaware on November 1, 2006 (incorporated by reference to Exhibit 4.2 to Form 10-Q dated September 30, 2006, filed November 1, 2006).
10.1		Executive Employment Agreement made April 6, 2017 and effective January 1, 2017, between Jomarc C. Marukot and the Company (incorporated by reference to Exhibit 10.1 to Form 8-K dated April 6, 2017, filed April 11, 2017).
10.2		Executive Employment Agreement dated April 6, 2017 between Michael T. Adams and the Company (incorporated by reference to Exhibit 10.2 to Form 8-K dated April 6, 2017, filed April 11, 2017).
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (Incorporated by reference to Exhibit 32.1 to Form 10-Q dated June 30, 2017, filed July 31, 2017).
101		The following materials from the Company’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2017, formatted in XBRL (eXtensible Business Reporting Language), (i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Cash Flows, and (iv) Notes to Financial Statements (incorporated by reference to Exhibit 101 to Form 10-Q dated June 30, 2017, filed July 31, 2017).

* Filed herewith

LAPOLLA INDUSTRIES INC - FORM 10-Q/A - August 1, 2017

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LAPOLLA INDUSTRIES INC Reports