UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2017
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
001-36510
ZAFGEN, INC.
(Exact name
of registrant as specified in its charter)
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Delaware
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20-3857670
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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Zafgen, Inc.
175 Portland Street, 4th Floor
Boston, Massachusetts 02114
(Address of principal executive offices, including zip code)
Registrants Telephone Number, Including Area Code:
(617)
622-4003
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, $0.001 Par
Value
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The NASDAQ Global
Market
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(Title of each class)
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(Name of each exchange on which registered)
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Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ☐ No ☒
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 ☒
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K
is not contained herein, and will not be contained, to the best of registrants 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. ☒
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a
non-accelerated
filer, a 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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☐ (Do not check if a smaller reporting company)
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Emerging growth company
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Smaller reporting 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 aggregate market value of Common Stock
held by
non-affiliates
of the registrant computed by reference to the price of the registrants Common Stock as of June 30, 2017, the last business day of the registrants most recently
completed second fiscal quarter, was approximately $64.9 million (based on the last reported sale price on the Nasdaq Global Market as of such date). As of March 1, 2018, there were 27,558,883 shares of the registrants Common Stock,
$0.001 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended
December 31, 2017. Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on
Form 10-K.