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As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/07/15 Aegerion Pharmaceuticals, Inc. 10-K/A 12/31/14 5:778K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 10-K/A Amendment to Annual Report HTML 20K 2: EX-10.26 Material Contract HTML 84K 3: EX-10.29 Material Contract HTML 436K 4: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 6K 5: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 6K
| 10-K/A |
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014
| ¨ | 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: 001-34921
AEGERION PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 20-2960116 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) |
One Main Street, Suite 800, Cambridge, Massachusetts 02142
(Address of Principal Executive Offices, including Zip Code)
617-500-7867
(Registrant’s telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Common Stock, $0.001 Par Value | The NASDAQ Global Select Market |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x 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 x
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 Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
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.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | 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 ¨ No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2014 was approximately $915,210,330, based upon the closing price on the NASDAQ Global Select Market reported for such date.
As of February 17, 2015, 28,539,381 shares of the registrant’s common stock were outstanding.
EXPLANATORY NOTE
This Amendment No. 1 to Form 10-K is being filed solely for the purpose of re-filing Exhibits 10.26 and 10.29 to the Annual Report on Form 10-K (the “Form 10-K”) for the period ended December 31, 2014 filed by Aegerion Pharmaceuticals, Inc. on March 2, 2015. No other changes have been made to the Form 10-K.
This Amendment No. 1 to Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the Form 10-K, except to re-file the exhibits referred to above.
PART IV
| Item 15. | Exhibits, Financial Statement Schedules. |
The following exhibits are filed herewith:
| Exhibit Number |
Description of Document | |
| 10.26 | Fifth Loan Modification Agreement dated January 9, 2015 by and between the Company and Silicon Valley Bank | |
| *10.29 | Asset Purchase Agreement dated November 5, 2014, by and among Aegerion Pharmaceuticals, Inc., Amylin Pharmaceuticals, LLC and, solely for purposes of Sections 2.1.1, 2.2.1 and 2.3.2, AstraZeneca Pharmaceuticals LP | |
| 31.1 | Certification of Marc D. Beer, Chief Executive Officer of the Company, filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) | |
| 31.2 | Certification of Gregory D. Perry, Chief Financial Officer of the Company, filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) | |
| * | Filed herewith. Confidential treatment requested as to certain portions. Material has been omitted and separately filed with the Securities and Exchange Commission. |
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.
| AEGERION PHARMACEUTICALS, INC. | ||||||
| Date: July 7, 2015 | By: | /s/ Marc D. Beer | ||||
| Marc D. Beer | ||||||
| Chief Executive Officer | ||||||
-3-
| Exhibit Number |
Description of Document | |
| *10.26 | Fifth Loan Modification Agreement dated January 9, 2015 by and between the Company and Silicon Valley Bank | |
| **10.29 | Asset Purchase Agreement dated November 5, 2014, by and among Aegerion Pharmaceuticals, Inc., Amylin Pharmaceuticals, LLC and, solely for purposes of Sections 2.1.1, 2.2.1 and 2.3.2, AstraZeneca Pharmaceuticals LP | |
| *31.1 | Certification of Marc D. Beer, Chief Executive Officer of the Company, filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) | |
| *31.2 | Certification of Gregory D. Perry, Chief Financial Officer of the Company, filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) | |
| * | Filed herewith. |
| ** | Filed herewith. Confidential treatment requested as to certain portions. Material has been omitted and separately filed with the Securities and Exchange Commission. |
-4-
| This ‘10-K/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/7/15 | |||
| 3/2/15 | 10-K | |||
| 2/17/15 | SC 13G/A | |||
| 1/9/15 | 8-K, 8-K/A | |||
| For Period End: | 12/31/14 | 10-K, 4 | ||
| 11/5/14 | 8-K | |||
| 6/30/14 | 10-Q, 4 | |||
| List all Filings | ||||
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