**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

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**FORM 10-Q/A**

 

**(Amendment No. 1)**

 
| **ý** | ** ** | **QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**                                                                                                                                              |
|------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | **SECURITIES  EXCHANGE ACT OF 1934**                                                                                                                                                                                |
|       |       |                                                                                                                                                                                                                |
|       |       | **FOR THE QUARTERLY PERIOD ENDED  SEPTEMBER 30, 2005.**                                                                                                                                                        |
|       |       |                                                                                                                                                                                                                |
|       |       | **OR**                                                                                                                                                                                                              |
|       |       |                                                                                                                                                                                                                |
| **o**      | ** ** | **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 0-29889**                                                                                                                                                                                  |

 

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**Rigel Pharmaceuticals, Inc.**

(Exact name of registrant as specified in itscharter)

 

| **Delaware**                                                    | ** ** | **94-3248524**                        |
|-----------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of incorporation or organization) |       | (I.R.S. Employer  Identification No.) |
|                                                            |       |                                  |
| **1180 Veterans Blvd.**                                         | ** ** | ** **                            |
| **South San Francisco, CA**                                     | ** ** | **94080**                             |
| (Address of principal  executive offices)                       |       | (Zip Code)                            |
|                                                            |       |                                  |
| **(650) 624-1100**                                         |       |                                  |
| (Registrant’s telephone  number, including area code)      |       |                                  |

 

Indicate by check markwhether the registrant: (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes  ý  No  o

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule 12b-2of the Exchange Act).  Yes  ý  No  o

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).  Yes  o  No  ý

 

As of October 27, 2005, therewere 24,162,531 shares of the registrant’s common stock outstanding.

 

 

 

**EXPLANATORYNOTE**

 

This Amendment No. 1 to our quarterly report on Form 10-Q for theperiod ended September 30, 2005 is an exhibit-only filing solely to includeExhibit 10.14.  In addition, the Companyis also including Exhibits 31.1 and 31.2, as required by the filing of thisamendment.  No revisions have been madeto our financial statements or any other disclosure contained in the quarterlyreport on Form 10-Q.

 

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**PART IIOTHER INFORMATION**

 

 

**Item 6.****   ****Exhibits**

 

a)             Exhibits:

 

The exhibits listed on the accompanying index toexhibits are filed or incorporated by reference (as stated therein) as part ofthis Quarterly Report on Form 10-Q.

 

 

 

 
| **Exhibit Number** | ** ** | **Description  of Document**                                                                                                                                                                               |
|-------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                     |       | Amended and Restated Certificate of Incorporation.(1)                                                                                                                                                      |
| 3.2                     |       | Amended and Restated Bylaws.(2)                                                                                                                                                                            |
| 4.1                     |       | Specimen Common Stock Certificate.(1)                                                                                                                                                                      |
| 4.2                     |       | Amended and Restated Investor Rights Agreement, between Rigel and  holders of Rigel’s Series B, Series C, Series D and  Series E preferred stock, dated February 3, 2000.(2) |
| 4.3                     |       | Form of warrant to purchase shares of common stock.(2)                                                                                                                                                |
| 4.7                     |       | Amended and Restated Warrant issued to Kwacker Limited for the purchase  of shares of common stock.(3)                                                                                                     |
| 4.8                     |       | Warrant issued to TBCC Funding Trust II for the purchase of shares of  common stock.(4)                                                                                                                    |
| 4.10                    |       | Warrant issued to Kwacker Limited for the purchase of shares of  common stock.(3)                                                                                                                          |
| 4.23                    |       | Second Investor Rights Agreement between Rigel and certain investors,  dated June 26, 2003.(5)                                                                                                        |
| 4.24                    |       | Common Stock Purchase Agreement by and between Rigel and Pfizer Inc.,  dated March 10, 2005(6)                                                                                                        |
| 10.14                   |       | License and  Research Agreement (Amended and Restated) between Rigel and Cell Genesys,  Inc., dated September 2, 1999, as amended and restated on March 26, 2001.(7)                                       |
| 15.1                    | *          | Letter re: unaudited interim financial information.                                                                                                                                                        |
| 31.1                    |       | Certification required by Rule 13a-14(a) or  Rule 15d-14(a) of the Exchange Act.                                                                                                       |
| 31.2                    |       | Certification required by Rule 13a-14(a) or  Rule 15d-14(a) of the Exchange Act.                                                                                                       |
| 32.1                    | *          | Certification required by Rule 13a-14(b) or  Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter  63 of Title 18 of the United States Code (18 U.S.C. 1350).           |

 

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| *   |   | Previously Filed.                                                                                                                                                                                                                                                                                   |
|-----|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) |   | Filed as an exhibit to Rigel’s Current Report on Form 8-K on  June 24, 2003 and incorporated herein by reference.                                                                                                                                                                    |
| (2) |   | Filed as an exhibit to Rigel’s Registration Statement on  Form S-1, as amended, and incorporated herein by reference.                                                                                                                                                                     |
| (3) |   | Filed as an exhibit to Rigel’s Annual Report on Form 10-K for  the fiscal year ended December 31, 2002 and incorporated herein by  reference.                                                                                                                                        |
| (4) |   | Filed as an exhibit to Rigel’s Quarterly Report on Form 10-Q for  the quarter ended March 31, 2002 and incorporated herein by reference.                                                                                                                                             |
| (5) |   | Filed as an exhibit to Rigel’s Annual Report on Form 10-K for  the fiscal year ended December 31, 2003 and incorporated herein by  reference.                                                                                                                                        |
| (6) |   | Filed as Exhibit B to the Collaborative Research and License  Agreement by and between Rigel and Pfizer Inc., dated January 18, 2005,  filed as an exhibit to Rigel’s Quarterly Report on Form 10-Q for the  quarter ended March 31, 2005 and incorporated herein by reference. |
| (7) |   | Confidential  treatment requested as to specific portions, which portions are omitted and  filed separately with the Securities and Exchange Commission.                                                                                                                                            |

 

2

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**SIGNATURES**

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, as amended, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

 

 
|   | RIGEL PHARMACEUTICALS, INC. |
|--------|-----------------------------|
|   |                        |   |
|   |                        |   |
|   | By:                         | /s/ JAMES M. GOWER |
|   |                        | James M. Gower |
|   |                        | Chief Executive Officer |
|   |                        |   |
|   |                        |   |
|   | Date:                       | November 8, 2005 |
|   |                        |   |
|   |                        |   |
|   | By:                         | /s/ JAMES H. WELCH |
|   |                        | James H. Welch |
|   |                        | Vice President, Chief Financial Officer and Corporate |
|   |                        | Secretary |
|   |                        | (Principal Financial and Accounting Officer) |
|   |                        |   |
|   |                        |   |
|   | Date:                       | November 8, 2005 |

 

3

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**INDEX TO EXHIBITS**

 
| **Exhibit Number** | ** ** | **Description  of Document**                                                                                                                                                                               |
|-------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                     |       | Amended and Restated Certificate of Incorporation.(1)                                                                                                                                                      |
| 3.2                     |       | Amended and Restated Bylaws.(2)                                                                                                                                                                            |
| 4.1                     |       | Specimen Common Stock Certificate.(1)                                                                                                                                                                      |
| 4.2                     |       | Amended and Restated Investor Rights Agreement, between Rigel and  holders of Rigel’s Series B, Series C, Series D and  Series E preferred stock, dated February 3, 2000.(2) |
| 4.3                     |       | Form of warrant to purchase shares of common stock.(2)                                                                                                                                                |
| 4.7                     |       | Amended and Restated Warrant issued to Kwacker Limited for the purchase  of shares of common stock.(3)                                                                                                     |
| 4.8                     |       | Warrant issued to TBCC Funding Trust II for the purchase of shares of  common stock.(4)                                                                                                                    |
| 4.10                    |       | Warrant issued to Kwacker Limited for the purchase of shares of  common stock.(3)                                                                                                                          |
| 4.23                    |       | Second Investor Rights Agreement between Rigel and certain investors,  dated June 26, 2003.(5)                                                                                                        |
| 4.24                    |       | Common Stock Purchase Agreement by and between Rigel and Pfizer Inc.,  dated March 10, 2005(6)                                                                                                        |
| 10.14                   |       | License and  Research Agreement (Amended and Restated) between Rigel and Cell Genesys,  Inc., dated September 2, 1999, as amended and restated on March 26, 2001.(7)                                       |
| 15.1                    | *          | Letter re: unaudited interim financial information.                                                                                                                                                        |
| 31.1                    |       | Certification required by Rule 13a-14(a) or  Rule 15d-14(a) of the Exchange Act.                                                                                                       |
| 31.2                    |       | Certification required by Rule 13a-14(a) or  Rule 15d-14(a) of the Exchange Act.                                                                                                       |
| 32.1                    | *          | Certification required by Rule 13a-14(b) or  Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter  63 of Title 18 of the United States Code (18 U.S.C. 1350).           |

 

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| *   |   | Previously Filed.                                                                                                                                                                                                                                                                                    |
|-----|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) |   | Filed as an exhibit to  Rigel’s Current Report on Form 8-K on June 24, 2003 and incorporated  herein by reference.                                                                                                                                                                    |
| (2) |   | Filed as an exhibit to  Rigel’s Registration Statement on Form S-1, as amended, and incorporated  herein by reference.                                                                                                                                                                     |
| (3) |   | Filed as an exhibit to  Rigel’s Annual Report on Form 10-K for the fiscal year ended  December 31, 2002 and incorporated herein by reference.                                                                                                                                         |
| (4) |   | Filed as an exhibit to  Rigel’s Quarterly Report on Form 10-Q for the quarter ended  March 31, 2002 and incorporated herein by reference.                                                                                                                                             |
| (5) |   | Filed as an exhibit to  Rigel’s Annual Report on Form 10-K for the fiscal year ended  December 31, 2003 and incorporated herein by reference.                                                                                                                                         |
| (6) |   | Filed as Exhibit B to  the Collaborative Research and License Agreement by and between Rigel and  Pfizer Inc., dated January 18, 2005, filed as an exhibit to Rigel’s  Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 and  incorporated herein by reference. |
| (7) |   | Confidential treatment requested as to specific  portions, which portions are omitted and filed separately with the Securities  and Exchange Commission.                                                                                                                                             |

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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