UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 2 to Form 10-Q)
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2015
or
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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: 001-33827
BG MEDICINE,
INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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04-3506204 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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303 Wyman Street, Suite 300
Waltham, Massachusetts |
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02451 |
(Address of principal executive offices) |
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(Zip Code) |
(781) 890-1199
(Registrants 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 x 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 x No ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting 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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Smaller reporting company |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ¨ No x
As of July 31, 2015, the registrant had 8,742,638 shares of common stock outstanding.
EXPLANATORY NOTE
This Amendment No. 2 to the Quarterly Report on Form 10-Q/A (this Amendment) amends the Quarterly Report on Form 10-Q for the quarter ended
June 30, 2015 filed by BG Medicine, Inc. with the Securities and Exchange Commission (the Commission) on August 14, 2015, as amended by Amendment No. 1 to the Quarterly Report on Form 10-Q filed on August 17, 2015
(collectively, the Amended Report). This Amendment is being filed solely for the purpose of furnishing the Interactive Data File as Exhibit 101, in accordance with Rule 405 of Regulation S-T, to Item 6 of Part II of the Amended
Report.
Except as described above, no other changes have been made to the Amended Report and this Amendment does not modify or update disclosures in the
Amended Report and does not reflect subsequent events occurring after date of the Amended Report. Accordingly, this Amendment should be read in conjunction with the Amended Report, which continues to speak as of the date of the Amended Report.
Item 6. EXHIBITS
(a)Exhibits
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Exhibit Number |
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Exhibit Description |
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Filed with this Report |
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Incorporated by Reference herein from
Form or Schedule |
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Filing Date |
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SEC File/ Reg. Number |
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3.1.1 |
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Restated Certificate of Incorporation of BG Medicine, Inc. |
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Form 8-K (Exhibit 3.1) |
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2/11/11 |
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001-33827 |
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3.1.2 |
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Certificate of Amendment to Restated Certificate of Incorporation of BG Medicine, Inc., dated July 8, 2015. |
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Form 8-K
(Exhibit 3.1) |
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7/8/15 |
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001-33827 |
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3.1.3 |
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Certificate of Designations of Series A Preferred Stock of BG Medicine, Inc. filed with the Secretary of State of the State of Delaware on July 14, 2015 |
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Form 8-K (Exhibit 3.1) |
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7/15/15 |
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001-33827 |
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4.1 |
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Form of Secured Convertible Promissory Note issued by BG Medicine, Inc. to each of the Purchasers |
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Form 8-K/A
(Exhibit 4.1) |
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6/9/15 |
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001-33827 |
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4.2 |
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Form of Senior Indenture |
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Form S-3
(Exhibit 4.8) |
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5/19/15 |
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333-204307 |
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4.3 |
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Form of Subordinated Indenture |
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Form S-3 (Exhibit 4.9) |
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5/19/15 |
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333-204307 |
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10.1.1 |
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Securities Purchase Agreement by and between BG Medicine, Inc. and the purchasers named therein, dated May 12, 2015 |
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Form 8-K/A
(Exhibit 10.1) |
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6/9/15 |
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001-33827 |
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10.1.2 |
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First Amendment to Securities Purchase Agreement by and between BG Medicine, Inc. and the purchasers named therein, dated July 14, 2015 |
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Form 8-K
(Exhibit 10.1) |
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7/15/15 |
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001-33827 |
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10.2 |
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Security Agreement by and between BG Medicine, Inc. and the purchasers named therein, dated May 12, 2015 |
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Form 8-K/A (Exhibit 10.2) |
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6/9/15 |
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001-33827 |
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10.3 |
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Subordination and Intercreditor Agreement by and between BG Medicine, Inc., the purchasers named therein and General Electric Capital Corporation, dated May 12, 2015 |
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Form 8-K/A
(Exhibit 10.3) |
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6/9/15 |
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001-33827 |
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10.4 |
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Second Amendment to Loan and Security Agreement by and between BG Medicine, Inc. and General Electric Capital Corporation, dated May 12, 2015 |
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8-K/A (Exhibit 10.4) |
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6/9/15 |
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001-33827 |
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10.5 |
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Fifth Amended and Restated Investor Rights Agreement by and between BG Medicine, Inc. and the stockholders named therein, dated July 14, 2015. |
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Form 8-K
(Exhibit 10.2) |
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7/15/15 |
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001-33827 |
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10.6+** |
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Third Amendment to Galectin-3 License and Distribution Agreement by and between BG Medicine, Inc. and Abbott Laboratories, dated May 8, 2015. |
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31.1 |
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Certification of the Registrants Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
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Certification of the Registrants Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32 |
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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99.1** |
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Temporary Hardship Exemption per Regulation S-T. |
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101 |
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The following materials from the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited Condensed Consolidated Balance Sheets as
of June 30, 2015 and December 31, 2014, (ii) Unaudited Condensed Consolidated Statements of Operations for the three and six month periods ended June 30, 2015 and 2014, (iii) Unaudited Condensed Consolidated Statements of Cash Flows for the six
month periods ended June 30, 2015 and 2014, and (iv) Notes to Unaudited Condensed Consolidated Financial Statements. |
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(+) |
Confidential treatment has been requested for portions of this exhibit which have been filed separately with the Securities and Exchange Commission. |
(**) |
Previously filed as part of the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 with the Securities and Exchange Commission on August 14, 2015, which is being amended by this
Amendment No. 2 to the Quarterly Report on Form 10-Q/A. |
SIGNATURES
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 thereunto duly authorized.
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BG MEDICINE, INC. |
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Date: August 18, 2015 |
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By: |
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/s/ Paul R. Sohmer |
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Paul R. Sohmer, M.D. |
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President and Chief Executive Officer |
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Date: August 18, 2015 |
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By: |
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/s/ Stephen P. Hall |
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Stephen P. Hall |
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Executive Vice President, Chief Financial Officer and Treasurer |
Exhibit 31.1
CERTIFICATIONS UNDER SECTION 302
I, Paul R.
Sohmer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of BG Medicine, Inc.;
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;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrants internal control over financial reporting that occurred during the
registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over
financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: August 18, 2015
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/s/ Paul R. Sohmer |
Paul R. Sohmer, M.D. |
President and Chief Executive Officer |
(principal executive officer) |
Exhibit 31.2
CERTIFICATIONS UNDER SECTION 302
I, Stephen P.
Hall, certify that:
1. I have reviewed this quarterly report on Form 10-Q of BG Medicine, Inc.;
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;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrants internal control over financial reporting that occurred during the
registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over
financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: August 18, 2015
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/s/ Stephen P. Hall |
Stephen P. Hall |
Executive Vice President, Chief Financial Officer
and Treasurer (principal financial officer) |
Exhibit 32
CERTIFICATIONS UNDER SECTION 906
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United
States Code), each of the undersigned officers of BG Medicine, Inc., a Delaware corporation (the Company), does hereby certify, to such officers knowledge, that:
The Quarterly Report for the quarter ended June 30, 2015 (the Form 10-Q) of the Company fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: August 18, 2015 |
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/s/ Paul R. Sohmer |
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Paul R. Sohmer, M.D. |
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President and Chief Executive Officer |
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(principal executive officer) |
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Dated: August 18, 2015 |
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/s/ Stephen P. Hall |
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Stephen P. Hall |
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Executive Vice President, Chief Financial Officer and Treasurer
(principal financial officer) |
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