PINX:RPBC Redpoint Bio Corp Quarterly Report 10-Q/A Filing - 6/30/2012

Effective Date 6/30/2012

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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

 

(Mark One)

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2012

 

Or

 

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from               to              

 

Commission File Number: 000-51708

 

Redpoint Bio Corporation

(Exact name of Registrant as specified in its charter)

 

 

Delaware   22-3393959
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)    

 

5501 Old York Road, Philadelphia, Pennsylvania 19141

(Address of principal executive offices) (Zip Code)

 

(215) 456-2312

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

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 o

 

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 o

 

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o   Accelerated filer o
     
Non-accelerated filer o   Smaller reporting company x
(Do not check if a smaller reporting company)    

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x

 

The number of shares of the registrant’s common stock outstanding as of September 7, 2012 was 79,914,789.

 

 

 

 
 

 

 

REDPOINT BIO CORPORATION

 

    Page
     
ITEM 6 EXHIBITS 1
     
SIGNATURES 2

 

i
 

 

EXPLANATORY NOTE

 

Redpoint Bio Corporation (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012 (the “Form 10-Q”) as an exhibit only filing in order to comply with certain XBRL filing requirements in accordance with Rule 405 of Regulation S-T. This Amendment No. 1 to Quarterly Report on Form 10-Q/A (this “Amendment”) is being filed solely to amend the Exhibit Index included in the Form 10-Q. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.

 

Except as described above, this Amendment does not reflect events occurring after the filing of the original Form 10-Q and no revisions are being made pursuant to this Amendment to the Company’s financial statements or any other disclosure contained in the Form 10-Q.

 

 

ITEM 6. EXHIBITS

 

Exhibit No.    
     
10.1   Exchange Transaction Agreement, by and between the Company and Celator Pharmaceuticals, Inc., dated June 14, 2012 (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period ended June 30, 2012, filed on August 20, 2012).
     
10.2   Termination Agreement, by and between the Company and Celator Pharmaceuticals, Inc., dated July 10, 2012 (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the period ended June 30, 2012, filed on August 20, 2012).
     
10.3   Employment Side Letter, by and between the Company and Scott M. Horvitz, dated June 12, 2012 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 18, 2012).
     
10.4   Employment Side Letter, by and between the Company and F. Raymond Salemme, dated June 12, 2012 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on June 18, 2012).
     
32.1   Certification of principal executive officer and principal accounting and financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
     
101.INS   XBRL INSTANCE DOCUMENT
101.SCH   XBRL TAXONOMY EXTENSION SCHEMA
101.CAL   XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF   XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB   XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE   XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

 

1
 

 

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.

 

  REDPOINT BIO CORPORATION
     
September 10, 2012 By: /s/ Scott M. Horvitz
    Scott M. Horvitz
    Interim President and Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary
    (Principal Executive, Principal Financial and Principal Accounting Officer)

 

2
 

 

 

EXHIBIT INDEX

 

Exhibit No.    
     
10.1   Exchange Transaction Agreement, by and between the Company and Celator Pharmaceuticals, Inc., dated June 14, 2012 (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period ended June 30, 2012, filed on August 20, 2012).
     
10.2   Termination Agreement, by and between the Company and Celator Pharmaceuticals, Inc., dated July 10, 2012 (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the period ended June 30, 2012, filed on August 20, 2012).
     
10.3   Employment Side Letter, by and between the Company and Scott M. Horvitz, dated June 12, 2012 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 18, 2012).
     
10.4   Employment Side Letter, by and between the Company and F. Raymond Salemme, dated June 12, 2012 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on June 18, 2012).
     
32.1   Certification of principal executive officer and principal accounting and financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
     
101.INS   XBRL INSTANCE DOCUMENT
101.SCH   XBRL TAXONOMY EXTENSION SCHEMA
101.CAL   XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF   XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB   XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE   XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

 

3

 

PINX:RPBC Redpoint Bio Corp Quarterly Report 10-Q/A Filling

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