UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, DC 20549 

 

FORM 10-Q /A

Amendment No. 1

 

(Mark One) 

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

For the quarterly period ended March 31, 2016

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: 001-35966 

 

bluebird bio, Inc. 

(Exact Name of Registrant as Specified in Its Charter) 

 

 

| Delaware                                                        |   | 13-3680878                         |
|-----------------------------------------------------------------|--------|------------------------------------|
| (State or Other Jurisdiction of

Incorporation or Organization) |   | (IRS Employer

Identification No.) |

 

| 150 Second Street

Cambridge, Massachusetts |   | 02141      |
|---------------------------------------------|--------|------------|
| (Address of Principal Executive Offices)    |   | (Zip Code) |

(339) 499-9300 

(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) 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 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  ☒    No  ☐

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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): 

 

| Large accelerated filer |   | ☒                                                |    | 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   ☒

As of April 30, 2016, there were 36,943,048 shares of the registrant’s Common Stock, par value $0.01 per share, outstanding. 

 

 

 

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INDEX

EXPLANATORY NOTE

SIGNATURES

EXHIBIT INDEX

EX – 10.16

EX- 10.17

EX- 10.18

EX- 31.1

EX- 31.2

 

 

 

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EXPLANATORY NOTE 

This Form 10-Q/A constitutes Amendment No. 1 to the Quarterly Report on Form 10-Q of bluebird bio, Inc. for the period ended March 31, 2016, originally filed with the Securities and Exchange Commission (“SEC”) on May 4, 2016 (the “Original Filing”). We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q solely to provide a revised copy of Exhibits 10.16, 10.17 and 10.18  that was included with the Original Filing in response to SEC comments in connection with our confidential treatment request. This Amendment No. 1 does not change any other portion of the Original Filing. This Amendment No. 1 speaks as of the original filing date of the Original Filing and does not reflect events occurring after the filing date of the Original Filing, or modify or update the disclosures therein in any way other than as required to reflect the amendment described above. 

 

 

 

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SIGNATURES 

Pursuant to the requirements of Section 13 or 15(d) 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. 

 

|                        |   |   |   | bluebird bio, Inc. |
|-----------------------------|--------|--------|--------|--------------------|
|                        |   |   |   |
| Date: November 2, 2016 |   |   |   | By:                |   | /s/ Nick Leschly |
|                        |   |   |   |               |   | Nick Leschly

President, Chief Executive Officer and Director (Principal Executive Officer and Duly Authorized Officer) |
|                        |   |   |   |
| Date: November 2, 2016 |   |   |   | By:                |   | /s/ Jeffrey Walsh |
|                        |   |   |   |               |   | Jeffrey Walsh

Chief Financial and Strategy Officer (Principal Financial Officer and Duly Authorized Officer) |

 

 

 

 

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Exhibit Index 

 

|     |    |                                                                                                                                                                                                    |    | Incorporated by Reference |
|---------------|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|---------------------------|
| ExhibitNumber |    | Exhibit Title                                                                                                                                                                                           |    | Form                      |    | File no. |   |    | Exhibit |   |    | Filing Date |
|          |         |                                                                                                                                                                                                    |         |                      |   |   |   |   |   |   |   |   |   |   |
|          |         |                                                                                                                                                                                                    |         |                      |   |   |   |   |   |   |   |   |   |   |
| 10.16†  |         | Amended and Restated License Agreement by and between the Registrant and Celgene Corporation, dated February 16, 2016                                                                                   |         | 10Q/A                     |    |   | 001-35966 |    |    |   | 10.16 |    |    | Filed herewith |
|          |         |                                                                                                                                                                                                    |         |                      |   |   |   |   |   |   |   |   |   |   |
| 10.17†  |         | License Agreement by and between the Registrant and Biogen Idec MA Inc., dated August 13, 2014                                                                                                          |         | 10Q/A                     |   |   | 001-35966 |    |    |   | 10.17 |    |    | Filed herewith |
|          |         |                                                                                                                                                                                                    |         |                      |   |   |   |   |   |   |   |   |   |   |
| 10.18†  |         | Exclusive Patent License Agreement by and between the Registrant and the National Institutes of Health, dated August 31, 2015                                                                           |         | 10Q/A                     |    |   | 001-35966 |    |    |   | 10.18 |    |    | Filed herewith |
|          |         |                                                                                                                                                                                                    |         |                      |   |   |   |   |   |   |   |   |   |   |
|          |         |                                                                                                                                                                                                    |         |                      |   |   |   |   |   |   |   |   |   |   |
| 31.1          |    | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |    | —                   |    |   | — |    |    |   | — |    |    | Filed herewith |
|          |         |                                                                                                                                                                                                    |         |                      |   |   |   |   |   |   |   |   |   |   |
| 31.2          |    | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |    | —                   |    |   | — |    |    |   | — |    |    | Filed herewith |
|          |         |                                                                                                                                                                                                    |         |                      |   |   |   |   |   |   |   |   |   |   |

| † | Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been submitted separately to the SEC. |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|