trueFY0001750149--12-31NoYesNoYesGA 0001750149 2022-01-01 2022-12-31 0001750149 2023-03-14 0001750149 2022-06-30 xbrli:shares iso4217:USD
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-K/A
 
 
Amendment No. 1
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
Commission File Number:
001-39676
 
 
INHIBIKASE THERAPEUTICS, INC.
(Exact name of Registrant as specified in its Charter)
 
 
 
Delaware
 
26-3407249
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
3350 Riverwood Parkway SE, Suite 1900 Atlanta, GA
 
30339
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (678)
392-3419
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Common Stock, $0.001 par value    IKT    The Nasdaq Stock Market LLC
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 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
(§232.405 of this chapter) 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 whether the 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
     Smaller reporting company  
     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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐
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 common stock, par value $0.001 per share, (“Common Stock”) held by
non-affiliates
of the Registrant, based on the closing price of the shares of Common Stock on The Nasdaq Stock Market on June 30, 2022 (the last business day of the Registrant’s most recently completed second fiscal quarter) was $18.7 million. Shares of the Registrant’s common stock held by each executive officer, director and holder of 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that certain personas are affiliates of the registrant for other purposes. The number of shares of the Registrant’s Common Stock outstanding as of March 14, 2023 was 28,977,238.
 
Auditors Name : CohnReznick LLP   Auditors Location: Holmdel, New Jersey   Auditors Firm ID : PCAOB 596
DOCUMENTS INCORPORATED BY REFERENCE
None
 
 
 

EXPLANATORY NOTE
This Amendment No. 1 on Form
10-K/A
(this “Amendment”) amends the Annual Report on Form
10-K
of Inhibikase Therapeutics, Inc. for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 31, 2023 (the “Original Filing”). The Consent of Independent Registered Public Accounting Firm (the “Auditor Consent”) was inadvertently omitted in the Original Filing.
This Amendment is being filed solely to file the Auditor Consent. No other changes were made to the Original Filing. Further, no attempt has been made in this Amendment to modify or update the other disclosures presented in the Original Filing. This Amendment does not reflect events occurring after the date of the Original Filing or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the registrant’s other filings with the Securities and Exchange Commission.
In addition, as required by Rule
12b-15
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule
13a-14(a)
or
15d-14(a)
of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
 
1

PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following exhibits are filed as part of this report:
EXHIBIT INDEX
 
         
Where Located
Exhibit
Number
  
Description*
  
Form
  
File
Number
  
Exhibit
Number
  
Filing
Date
  
Filed
Herewith
 23.1    Consent of Independent Registered Public Accounting Firm.                x
 31.1    Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                x
 31.2    Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                x
101.INS    Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.                x
101.SCH    Inline XBRL Taxonomy Extension Schema Document                x
101.CAL    Inline XBRL Taxonomy Extension Calculation Linkbase Document                x
101.DEF    Inline XBRL Taxonomy Extension Definition Linkbase Document                x
101.LAB    Inline XBRL Taxonomy Extension Label Linkbase Document                x
101.PRE    Inline XBRL Taxonomy Extension Presentation Linkbase Document                x
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)                x

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
.
 
    Inhibikase Therapeutics, Inc.
Date: October 16, 2023     By:  
/s/ MILTON H. WERNER, Ph.D.
      Milton H. Werner, Ph.D.
     
President and Chief Executive Officer
(Principal Executive Officer)

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:

 

   

Form S-3 (File No. 333-262551) of Inhibikase Therapeutics, Inc., and

 

   

Form S-8 (File No. 333-259555) pertaining to the Inhibikase Therapeutics, Inc. 2020 Equity Incentive Plan of Inhibikase Therapeutics, Inc.;

of our report dated March 31, 2023, with respect to the consolidated financial statements of Inhibikase Therapeutics, Inc. and Subsidiary included in this Annual Report (Form 10-K) of Inhibikase Therapeutics, Inc. and Subsidiary for the years ended December 31, 2022 and December 31, 2021.

 

/s/ CohnReznick LLP

Holmdel, New Jersey
March 31, 2023

 

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Milton H. Werner, certify that:

1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Inhibikase Therapeutics, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: October 16, 2023      
     

/s/ Milton H. Werner

      Milton H. Werner, Ph.D.
     

President and Chief Executive Officer

(Principal Executive Officer)

 

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph Frattaroli, certify that:

1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Inhibikase Therapeutics, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: October 16, 2023      
           

/s/ Joseph Frattaroli

            Joseph Frattaroli
           

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

v3.23.3
Cover Page - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Mar. 14, 2023
Jun. 30, 2022
Cover [Abstract]      
Document Type 10-K/A    
Amendment Flag true    
Document Period End Date Dec. 31, 2022    
Document Fiscal Year Focus 2022    
Document Fiscal Period Focus FY    
Trading Symbol IKT    
Entity Registrant Name INHIBIKASE THERAPEUTICS, INC.    
Entity Central Index Key 0001750149    
Current Fiscal Year End Date --12-31    
Entity Filer Category Non-accelerated Filer    
Entity Well-known Seasoned Issuer No    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Emerging Growth Company true    
Entity Small Business true    
Entity Ex Transition Period false    
ICFR Auditor Attestation Flag false    
Entity Shell Company false    
Entity Common Stock, Shares Outstanding   28,977,238  
Entity Public Float     $ 18.7
Entity Tax Identification Number 26-3407249    
Entity Interactive Data Current Yes    
Document Annual Report true    
Document Transition Report false    
Security Exchange Name NASDAQ    
Documents Incorporated by Reference None    
Entity Address, Address Line One 3350 Riverwood Parkway SE    
Entity Address, Address Line Two Suite 1900    
Entity Address, City or Town Atlanta    
Entity Address, State or Province GA    
Entity Address, Postal Zip Code 30339    
City Area Code 678    
Local Phone Number 392-3419    
Entity Incorporation, State or Country Code DE    
Title of 12(b) Security Common Stock, $0.001 par value    
Securities Act File Number 001-39676    
Auditor Name CohnReznick LLP    
Auditor Firm ID 596    
Auditor Location Holmdel, New Jersey    
Amendment Description This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Inhibikase Therapeutics, Inc. for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 31, 2023 (the “Original Filing”). The Consent of Independent Registered Public Accounting Firm (the “Auditor Consent”) was inadvertently omitted in the Original Filing. This Amendment is being filed solely to file the Auditor Consent. No other changes were made to the Original Filing. Further, no attempt has been made in this Amendment to modify or update the other disclosures presented in the Original Filing. This Amendment does not reflect events occurring after the date of the Original Filing or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the registrant’s other filings with the Securities and Exchange Commission. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.    

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