**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, 2006.**                                                                                                                                                    |
|                                                                                                                                                                                                            |       |                                                                                                     |
| **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 its charter)

| **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 mark whether the registrant:(1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past90 days. Yes  x  No  o

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Exchange Act) (Check one):
| Large accelerated filer o |   | Accelerated filer x |   | Non-accelerated filer o |
|---------------------------|--------|---------------------|--------|-------------------------|

 

Indicateby check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).

Yes  o  No  x

As of November 2, 2006, there were 25,091,811 sharesof the registrant’s common stock outstanding.

 

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**EXPLANATORY NOTE**

This Amendment No. 1 toour quarterly report on Form 10-Q for the period ended September 30, 2006 is anexhibit-only filing solely to include a revised Exhibit 4.6.  In addition, the Company is also includingExhibits 31.1 and 31.2, as required by the filing of this amendment.  No revisions have been made to our financialstatements or any other disclosure contained in the quarterly report on Form10-Q.  

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

The exhibits listed onthe accompanying index to exhibits are filed or incorporated by reference (asstated therein) as part of this Quarterly Report on Form 10-Q/A.
| Exhibit Number | ** ** | **Description of Document**                                                                                                                                                             |
|---------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                 |       | Amended and Restated Certificate of  Incorporation.(1)                                                                                                                                            |
| 3.2                 |       | Amended and Restated Bylaws.(2)                                                                                                                                                                   |
| 4.6                 |       | Warrant issued to Kwacker Limited for the purchase  of shares of common stock                                                                                                                     |
| 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 Reporton Form 8-K on June 24, 2003 and incorporated herein by reference.

(2)                                  Filed as an exhibit to Rigel’s RegistrationStatement on Form S-1, as amended, and incorporated herein by reference.

 

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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 9, 2006 |
|   |   |                        |   |   |
|   |   |                        |   |   |
|   |   | By:                         |   | /s/ Ryan D. Maynard |   |
|   |   |                        |   | Ryan D. Maynard |
|   |   |                        |   | Vice President of Finance and Acting Chief Financial  Officer |
|   |   |                        |   | (Principal Financial and Accounting Officer) |
|   |   |                        |   |   |
|   |   | Date:                       |   | November 9, 2006 |
|        |        |                             |  |  |  |  |

 

 

 

                    

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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)                                                                                                                                                                   |
| 4.6                 |       | Warrant issued to Kwacker Limited for the purchase  of shares of common stock                                                                                                                     |
| 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 Reporton Form 8-K on June 24, 2003 and incorporated herein by reference.

(2)                                  Filed as an exhibit to Rigel’s RegistrationStatement on Form S-1, as amended, and incorporated herein by reference.

 

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