Form 10-Q/A - Quarterly report [Sections 13 or 15(d)]: [Amend]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM

10-Q/A

 

 

Amendment No. 1

 

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

For the quarterly period ended September 30, 2024

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 001-39756

 

 

ARS Pharmaceuticals, Inc.

(Exact name of Registrant as specified in its Charter)

 

 

 

Delaware		81-1489190
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
11682 El Camino Real, Suite 120 San Diego, California		92130
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (858)

771-9307

 

 

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, par value $0.0001 per share		SPRY		The Nasdaq Stock Market LLC

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

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, 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:

 

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 is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☐ No ☒

As of November 6, 2024 there were 97,185,475 shares of registrant’s common stock, $0.0001 par value per share, outstanding.

 

 

 

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EXPLANATORY NOTE

ARS Pharmaceuticals, Inc. (the “Company”) is filing this Amendment No. 1 on Form

10-Q/A

(this “Amendment”) to its Quarterly Report on Form

10-Q

for the quarterly period ended September 30, 2024, which was originally filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2024 (the “Original Filing”) to amend Part II “Item 5. Other Information” by adding disclosure regarding a “Rule

10b5-1

trading arrangement” as defined in Item 408(a) of Regulation

S-K

that was entered into during the quarter ended September 30, 2024 by a member of the Company’s board of directors. In accordance with Rule

12b-15

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the complete text of Part II “Item 5. Other Information” as amended hereby is set forth herein.

In addition, as required by Rule

12b-15

of the Exchange Act, new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Part II “Item 6. Exhibits” hereof, pursuant to Rule

13a-14(a)

or

15d-14(a)

of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Item 307 or 308 of Regulation

S-K,

paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002, as amended), as no financial statements are being filed with this Amendment. Other than as expressly set forth herein, this Amendment does not, and does not purport to amend, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was made. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.

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PART II – OTHER INFORMATION

Item 5. Other Information

During the quarter ended September 30, 2024, one of our executive officers terminated a Rule

 

10b5-1

 

trading plan and a member of our board of directors adopted a Rule

 

10b5-1

 

trading plan, each as set forth in the table below.

 

Type of Trading Arrangement

Name and Position

Action

Adoption/Termination Date

Rule 10b5-1 (1)

Non-Rule 10b5-1 (2)

Total Shares of Common Stock to be Sold

Expiration Date

Brian Dorsey, Chief Operating Officer

Termination

(3)

August 28, 2024

X

340,000

March 31, 2025

Laura Shawver, Director

Adoption

August 16, 2024

X

400,002

April 30, 2025

 

(1)	Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule   10b5-1(c)   under the Exchange Act.

 

(2)	“Non-Rule   10b5-1   trading arrangement” as defined in Item 408(c) of Regulation   S-K   under the Exchange Act.

 

(3)	Represents the termination of a trading plan intended to satisfy the affirmative defense conditions of Rule   10b5-1(c)   adopted on March 31, 2023 and amended on December 8, 2023.

 

1

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Item 6. Exhibits

 

Exhibit Number		Description
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.
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.
101.INS		Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover page formatted as Inline XBRL and contained in Exhibit 101

 

2

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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.

 

				ARS PHARMACEUTICALS, INC.
Date: December 6, 2024				By:		/s/ Richard Lowenthal, M.S., MSEL
						Richard Lowenthal, M.S., MSEL
						President and Chief Executive Officer
						(Principal Executive Officer)
Date: December 6, 2024				By:		/s/ Kathleen D. Scott
						Kathleen D. Scott
						Chief Financial Officer
						(Principal Financial and Accounting Officer)

 

3

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard Lowenthal, certify that:

1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2024 of ARS Pharmaceuticals, 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: December 6, 2024				By:		/s/ Richard Lowenthal, M.S., MSEL
						Richard Lowenthal, M.S., MSEL
						President and Chief Executive Officer
						(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kathleen Scott, certify that:

1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2024 of ARS Pharmaceuticals, 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: December 6, 2024				By:		/s/ Kathleen D. Scott
						Kathleen D. Scott
						Chief Financial Officer
						(Principal Financial and Accounting Officer)

Cover Page - shares	9 Months Ended
	Sep. 30, 2024	Nov. 06, 2024
Document Information [Line Items]
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	EXPLANATORY NOTE ARS Pharmaceuticals, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, which was originally filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2024 (the “Original Filing”) to amend Part II “Item 5. Other Information” by adding disclosure regarding a “Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K that was entered into during the quarter ended September 30, 2024 by a member of the Company’s board of directors. In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the complete text of Part II “Item 5. Other Information” as amended hereby is set forth herein. In addition, as required by Rule 12b-15 of the Exchange Act, new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Part II “Item 6. Exhibits” hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Item 307 or 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002, as amended), as no financial statements are being filed with this Amendment. Other than as expressly set forth herein, this Amendment does not, and does not purport to amend, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was made. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.
Entity Registrant Name	ARS Pharmaceuticals, Inc.
Entity Central Index Key	0001671858
Document Period End Date	Sep. 30, 2024
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Title of 12(b) Security	Common Stock
Trading Symbol	SPRY
Security Exchange Name	NASDAQ
Securities Act File Number	001-39756
Entity Tax Identification Number	81-1489190
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	11682 El Camino Real
Entity Address, Address Line Two	Suite 120
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92130
City Area Code	858
Local Phone Number	771-9307
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		97,185,475

Insider Trading Arrangements	9 Months Ended
	Sep. 30, 2024 shares
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	During the quarter ended September 30, 2024, one of our executive officers terminated a Rule   10b5-1   trading plan and a member of our board of directors adopted a Rule   10b5-1   trading plan, each as set forth in the table below.                     Type of Trading Arrangement          Name and Position    Action     Adoption/Termination Date      Rule 10b5-1 (1)      Non-Rule 10b5-1 (2)      Total Shares of Common Stock to be Sold      Expiration Date   Brian Dorsey, Chief Operating Officer      Termination (3)       August 28, 2024        X           340,000        March 31, 2025   Laura Shawver, Director      Adoption       August 16, 2024        X           400,002        April 30, 2025     (1)   Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule   10b5-1(c)   under the Exchange Act.   (2)   “Non-Rule   10b5-1   trading arrangement” as defined in Item 408(c) of Regulation   S-K   under the Exchange Act.   (3)   Represents the termination of a trading plan intended to satisfy the affirmative defense conditions of Rule   10b5-1(c)   adopted on March 31, 2023 and amended on December 8, 2023.
Brian Dorsey [Member]
Trading Arrangements, by Individual
Name	Brian Dorsey
Title	Chief Operating Officer
Rule 10b5-1 Arrangement Terminated	true
Termination Date	August 28, 2024
Expiration Date	March 31, 2025
Aggregate Available	340,000
Laura Shawver [Member]
Trading Arrangements, by Individual
Name	Laura Shawver
Title	Director
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	August 16, 2024
Expiration Date	April 30, 2025
Aggregate Available	400,002

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