Current Report Filing (8-k)
April 19 2017 - 6:04AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): April 13, 2017
Amedica
Corporation
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-33624
|
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84-1375299
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
1885
West 2100 South
Salt
Lake City, UT
|
|
84119
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(801) 839-3500
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General Instruction A.2. below):
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
(a)
On April 13, 2017, the Audit Committee of the board of directors of Amedica Corporation (the “Company”) concluded
that the unaudited condensed consolidated financial statements filed on November 14, 2016, in the Quarterly Report on Form 10-Q
for the quarter ended September 30, 2016 should no longer be relied upon.
During
the preparation of its consolidated financial statements for the fiscal year ended December 31, 2016, the Company identified errors
due to failure to record a one-time non-cash charge of $3,779,000 for the deemed dividend related to the accretion of a
discount on conversion of Series A Preferred Stock reported in its Quarterly Report on Form 10-Q for the quarter ended September
30, 2016. Based on the Company’s reassessment of relevant accounting guidance the effect of this adjustment results in an
increase in the non-cash deemed dividend related to the accretion of a discount on conversion of Series A Preferred Stock. The
increase in the deemed dividend went from a previously reported amount $2,499,000 to $6,278,000, an increase of $3,779,000.
As a result of the adjustment, the net loss attributable to common stockholders is $10,616,000 for the three month period
ended September 30, 2016 and $19,068,000 for the nine month period ended September 30, 2016. The adjustment also caused
an increase in the per share net loss attributable to common stockholders for the three month period ended September 30, 2016
from $0.30 to $0.46 and an increase in the per share net loss attributable to common stockholders for the nine month period
ended September 30, 2016 from $0.97 to $1.21.
To
correctly present the deemed dividend on Series A Preferred Stock, net loss attributable to common stockholders and per share
net loss attributable to common stockholders, the Company’s interim unaudited condensed consolidated financial statements
as of and for the three and nine month periods ended September 30, 2016 will be restated in an amended Quarterly Report on Form
10-Q/A.
The
registrant’s Audit Committee discussed the matters disclosed in this Item 4.02 (a) with the registrant’s independent
registered public accounting firm, BDO USA, LLP.
SIGNATURE
Pursuant
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 hereunto duly authorized.
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AMEDICA
CORPORATION
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Date:
April 18, 2017
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/s/
B. Sonny Bal
|
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B.
Sonny Bal, MD
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|
Chief
Executive Officer
|
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