UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


Amendment No. 1





(Mark One)


☒Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934





For the Fiscal Year Ended December 31, 2017





☐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:  000-55866





MONOPAR THERAPEUTICS INC.


(Exact name of registrant as specified in its charter)





DELAWARE

32-0463781(State or other jurisdiction ofincorporation
or organization)

(I.R.S. employeridentification
number)1000 Skokie Blvd., Suite 350, Wilmette, IL

60091(Address of principal executive offices)

(zip code)





(847) 388-0349


(Registrant’s telephone number, including area
code)





Securities registered pursuant to Section 12(b) of the
Act:





Title of each class

Name of each exchange on which registeredN/A

N/A





Securities registered pursuant to section 12(g) of the
Act:


Common Stock, $0.001 par value





Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒





Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
Yes☐ No☒





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 (§ 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☒ No☐





Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. Yes☒ No☐





Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting
company” or “emerging growth company” in Rule
12b-2 of the Exchange Act.





Large accelerated filer
☐

Accelerated filer
☐Non-accelerated filer
☐
(Do not check if a smaller reporting
company)
Smaller reporting company
☒Emerging growth company
☒





If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐





Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the
Act).Yes☐ No☒





Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 (the “Exchange
Act”) subsequent to the distribution of securities under a
plan confirmed by a court. Yes☐ No☐





Not Applicable.





The
number of shares outstanding with respect to each of the classes of
our common stock, as of December 11, 2018, is set forth
below:





Class
Number of shares outstandingClass A common
stock, par value $0.001 per share
9,291,420.614





Documents incorporated by reference:








EXPLANATORY NOTE





This
Amendment No. 1 on Form 10-K/A (the “Amendment”) amends
the Annual Report on Form 10-K of Monopar Therapeutics Inc. (the
“Company”) for the year ended December 31, 2017,
originally filed with the Securities and Exchange Commission
(“SEC”) on March 26, 2018 (the “Original
Filing”). The purpose of this Amendment No. 1 is to amend
Exhibits 31.1 and 31.2 to delete the following from certification
4: “designed such internal control over financial reporting,
or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;”
and to add the following to certification 4: “disclosed in
this report any change in the registrant’s internal control
over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over
financial reporting; and”.





In
accordance with Rule 12b-15 under the Securities Exchange Act of
1934, as amended, this Amendment also includes currently dated
certifications from the Company’s Chief Executive Officer and
Chief Financial Officer as required by Section 302 of the
Sarbanes-Oxley Act of 2002.





This
Amendment No. 1 should be read in conjunction with the Original
Filing and the Company’s other filings made with the SEC
subsequent to the filing of the Original Filing on March 26, 2018.
This Amendment No. 1 is not intended to, nor does it, reflect
events occurring after the filing of the Original Filing, and does
not modify or update the disclosures therein in any way other than
as required to reflect the changes described above.




















PART
IV





Item 15. Exhibits, Financial Statement
Schedules.





(b) Exhibits





The
following exhibits are filed as part of this Annual Report on Form
10-K.





Exhibit
Document31.1
Certification of Chandler Robinson, Chief Executive
Officer31.2
Certification of Kim Tsuchimoto, Chief Financial
Officer

















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.





MONOPAR THERAPEUTICS INC.Dated:
December 11, 2018
By:
/s/Kim
TsuchimotoKim
TsuchimotoChief
Financial Officer (Principal Financial Officer)