10-Q/A 1 form10-qa12518.htm 10-Q/A Document



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FORM 10-Q/A
Amendment No. 1
_______________________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018
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: 001-38311
_______________________________________
Denali Therapeutics Inc.
(Exact name of registrant as specified in its charter)
_______________________________________
Delaware
 
46-3872213
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
151 Oyster Point Blvd., 2nd Floor
South San Francisco, CA, 94080
(Address of principal executive offices and zip code)
(650) 866-8548
(Registrant’s 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 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  x    No  ¨
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. (Check one):
Large accelerated filer
¨
Accelerated filer
¨
 
 
 
 
Non-accelerated filer
x  (Do not check if a smaller reporting company)
Smaller reporting company
¨
 
 
 
 
 
 
Emerging growth company
x 
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. x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
The number of outstanding shares of the registrant’s common stock as of August 2, 2018 was 94,807,111. 
 





EXPLANATORY NOTE
Denali Therapeutics Inc. (the "Company") is filing this Amendment No. 1 on Form 10-Q/A (the "Amendment") to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (the "Form 10-Q"), which was originally filed with the Securities and Exchange Commission on August 9, 2018. The purpose of this Amendment is solely to refile Exhibits 10.2 and 10.4, which were originally filed with the Form 10-Q, with revised redactions in response to comments received from the staff of the Securities and Exchange Commission regarding the confidential treatment requests filed by the Company with respect to certain portions of Exhibits 10.2 and 10.4.
This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Form 10-Q or modify or update disclosures that may be affected by subsequent events. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Form 10-Q.
This Amendment is an exhibit-only filing. Except for the changes to Exhibits 10.2 and 10.4, this Amendment does not otherwise update any exhibits as originally filed or previously amended.
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) and 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.


2



ITEM 6.
EXHIBITS

EXHIBIT INDEX
 
 
 
 
Incorporated by Reference
Exhibit
Number
 
Description
 
Form
 
File No.
 
Number
 
Filing Date
3.1
 
 
8-K
 
001-38311
 
3.1
 
12/12/2017
3.2
 
 
8-K
 
001-38311
 
3.2
 
12/12/2017
10.1
 
 
10-Q
 
001-38311
 
10.1
 
8/9/2018
10.2#
 
 
 
 
 
 
 
 
 
10.3#
 
 
10-Q
 
001-38311
 
10.3
 
8/9/2018
10.4#
 
 
 
 
 
 
 
 
 
31.1
 
 
10-Q
 
001-38311
 
31.1
 
8/9/2018
31.2
 
 
10-Q
 
001-38311
 
31.2
 
8/9/2018
31.3
 
 
 
 
 
 
 
 
 
31.4
 
 
 
 
 
 
 
 
 
32.1*
 
 
10-Q
 
001-38311
 
31.1
 
8/9/2018
32.2*
 
 
10-Q
 
001-38311
 
31.2
 
8/9/2018
101.INS
 
XBRL Instance Document.
 
 
 
 
 
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document.
 
 
 
 
 
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
 
 
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document.
 
 
 
 
 
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document.
 
 
 
 
 
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document.
 
 
 
 
 
 
 
 

*
Previously furnished with the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2018. The information in this exhibit is deemed furnished and not filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the hereof, irrespective of any general incorporation language contained in such filing.
#
Portions of this exhibit have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the SEC.



3




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.
 
 
 
 
DENALI THERAPEUTICS INC.
 
 
 
 
 
Date:
December 6, 2018
 
By:
/s/ Ryan J. Watts
 
 
 
 
Ryan J. Watts, Ph.D.
 
 
 
 
President and Chief Executive Officer
 
 
 
 
(Principal Executive Officer)
 
 
 
 
 
Date:
December 6, 2018
 
By:
/s/ Steve E. Krognes
 
 
 
 
Steve E. Krognes
 
 
 
 
Chief Financial Officer and Treasurer
 
 
 
 
(Principal Financial and Accounting Officer)





4