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, 2018
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:
001-36327
Aquinox
Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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98-0542593
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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450-887
Great Northern Way,
Vancouver, B.C., Canada V5T 4T5
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (604)
629-9223
Securities registered pursuant to Section 12(b) of the Act:
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Title of class
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Name of each exchange on which
registered
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Common Stock, par value $0.000001
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The Nasdaq Stock Market LLC
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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 every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation
S-T
during the preceding 12 months (or for such shorter period that the registrant was required to submit 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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Smaller reporting company
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Emerging growth 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 the voting and
non-voting
common equity held by
non-affiliates
of the registrant was approximately $33.2 million as of the last business day of the registrants most recently
completed second fiscal quarter, based upon the closing sale price on The Nasdaq Global Market reported for such date. Excludes an aggregate of 11,010,240 shares of the registrants common stock held as of such date by officers, directors and
stockholders that the registrant has concluded are or were affiliates of the registrant. Exclusion of such shares should not be construed to indicate that the holder of any such shares possesses the power, direct or indirect, to direct or cause the
direction of the management or policies of the registrant or that such person is controlled by or under common control with the registrant.
There were
23,537,368 shares of the registrants Common Stock issued and outstanding as of March 7, 2019.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference from the registrants definitive proxy statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year covered by this Annual Report on Form
10-K,
in connection with the registrants 2019 Annual Meeting of
Stockholders (the
2019 Proxy Statement
).