** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**Form 10-Q/A**

**(Amendment No. 1)**

 

**(Mark One)**

 

**x****                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the quarterly period ended March 31, 2014**

 

**OR**

 

**o****                   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition period from             to            **

 

**COMMISSION FILE NUMBER 000-54556**

 

**TROVAGENE, INC.**

(Exact Name of small business issuer as specified in its charter)

 

| **Delaware**                    | ** ** | **27-2004382**      |
|---------------------------------|------------|---------------------|
| (State or other jurisdiction of |       | (I.R.S. Employer    |
| incorporation or organization)  |       | Identification No.) |

 

**11055 Flintkote Avenue, Suite A, San Diego, California 92121**

(Address of principal executive offices) (Zip Code)

 

Issuer’s telephone Number:**(858) 952-7570**

 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 filero                      |   | Accelerated filerx         |
|-----------------------------------------------|--------|----------------------------|
|                                          |   |                       |
| Non-accelerated filero                        |   | Smaller reporting companyo |
| (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

 

As of May 9, 2014 the issuer had 18,902,991 shares of Common Stock issued and outstanding.

 

 

 

----

** **

**EXPLANATORY NOTE**

 

We are filing this Amendment No. 1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, as originally filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2014 (the “Original Filing”). We are filing this in response to communications with the SEC in connection with a confidential treatment request with respect to Exhibit 10.1 of the Original Filing.  Item 6 of Part II of the Form 10-Q is hereby amended to include the exhibits to the Patent Assignment and License Agreement dated as of April 23, 2014 as part of Exhibit 10.1.  The filing of the updated Exhibit 10.1 is the only change being made to our 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 Form 10-Q/A.

 

This Amendment No. 1 does not change any of the other information contained in the Original Filing. Other than as specifically set forth herein, this Amendment No. 1 continues to speak as of the date of the Original Filing and we have not updated or amended the disclosures contained therein to reflect events that have occurred since the date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the SEC subsequent to the date of the Original Filing.

 

**ITEM 6. EXHIBITS**

 
| **Exhibit********Number** | ** ** | **Description of Exhibit**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|---------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1*                     |       | Patent   Assignment and License Agreement between Trovagene, Inc. and Gensignia   IP Ltd. effective as of April 23, 2014.                                                                                                                                                                                                                                                                                                                                                                                    |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 31.1                      |       | Certification   of Chief Executive Officer required by   Rule 13a-14(a)/15d-14(a) under the Exchange Act.                                                                                                                                                                                                                                                                                                                                                                                                    |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 31.2                      |       | Certification   of Principal Financial Officer required under   Rule 13a-14(a)/15d-14(a) under the Exchange Act.                                                                                                                                                                                                                                                                                                                                                                                             |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 32.1                      |       | Certification   of Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                        |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 32.2                      |       | Certification   of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as   adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                    |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 101**                     |       | Financial   statements from the quarterly report on Form 10-Q of the Company for the   quarter ended March 31, 2014 filed on May 12, 2014, formatted in   Extensible Business Reporting Language (XBRL): (i) the Condensed   Consolidated Statements of Operations, (ii) the Condensed Consolidated   Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows   and (iv) the Notes to the Condensed Consolidated Financial Statements   tagged as blocks of text. |

 

----

|   |   | *Portions   of this exhibit were omitted and filed separately with the U.S. Securities   and Exchange Commission pursuant to a request for confidential treatment. |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | **Previously   filed.                                                                                                                                              |

 

2

----

 

**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.

 
|                | TROVAGENE, INC. |
|---------------------|----------------------|
|                |                 |   |
| July 3,   2014 | By:                  | /s/   Antonius Schuh |
|                |                 | Antonius   Schuh |
|                |                 | Chief   Executive Officer |
|                |                 |   |
|                |                 |   |
|                | TROVAGENE, INC. |
|                |                 |   |
| July 3,   2014 | By:                  | /s/   Stephen Zaniboni |
|                |                 | Stephen   Zaniboni |
|                |                 | Chief   Financial Officer |

 

3

----