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

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 001-37833

 

Audentes Therapeutics, Inc.

(Exact name of Registrant as specified in its Charter)

 

 

| Delaware                                                         |   | 46-1606174                          |
|------------------------------------------------------------------|--------|-------------------------------------|
| ( State or other jurisdiction of

incorporation or organization) |   | (I.R.S. EmployerIdentification No.) |
|                                                             |   |                                |
|  

600 California Street, 17th Floor

San Francisco, CA     |   | 94108                               |
| (Address of principal executive offices)                         |   | (Zip Code)                          |

Registrant’s telephone number, including area code: (415) 818-1001

 

 

| Title of Each Class                        |   | Name of Exchange on Which Registered |
|--------------------------------------------|--------|--------------------------------------|
| Common Stock, $0.00001 par value per share |   | The Nasdaq Stock Market LLC          |

 

Securities registered pursuant to Section 12(g) of the Act: None

 

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 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) 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. ☐

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

 

| Large accelerated filer |   | ☐                                                        |    | Accelerated filer            |   | ☒ |
|-----------------------------------|--------|----------------------------------------------------------------|--------------|-----------------------------------|--------|---------|
|                              |   |                                                           |         |
| Non-accelerated filer             |   | ☐  (Do not check if a small reporting company) |    | Small 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 Exchange Act). YES ☐ NO ☒

As of June 30, 2017, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of shares of common stock held by non-affiliates of the registrant was $264.1 million. 

The number of shares of Registrant’s Common Stock outstanding as of March 5, 2018 was 36,674,227.

 

 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Definitive Proxy Statement for its 2018 Annual Meeting of Stockholders (“Proxy Statement”), to be filed within 120 days of the Registrant’s fiscal year ended December 31, 2017, is incorporated by reference into Part III of this Annual Report on Form 10-K.

 

 

 

 

 

----

 

 

EXPLANATORY NOTE

We are filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2018 (the “10-K”). This Amendment is being filed solely to refile the certifications of our principal executive officer and principal financial officer as exhibits to this Amendment as required pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934 and pursuant to 18 U.S.C. Section 1350.

No attempt has been made in this Amendment to otherwise modify or update the other disclosures presented in the 10-K. This Amendment does not reflect events occurring after the filing of the original 10-K (i.e., those events occurring after March 9, 2018) or modify of update those disclosures that may be affected by subsequent events. Such subsequent matters are addressed in subsequent reports filed with the SEC. Accordingly, this Amendment should be read in conjunction with the 10-K and our other filings with the SEC. 

 

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

|   | (a) | The following documents are filed as part of, or incorporated by reference into (i) the registrant’s Annual Report on Form 10-K filed with the SEC on March 9, 2018 or (ii) this Amendment No. 1 to Annual Report on Form 10-K/A: |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (1) | ConsolidatedFinancial Statements. The financial statements filed as part of the registrant’s Annual Report on Form 10-K are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of the registrant’s Annual Report on Form 10-K. |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (2) | Financial Statement Schedules. Financial statement schedules have been omitted because they are not required or are not applicable, or the required information is provided in the consolidated financial statements or notes described in Item 15(a)(1) above. |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (3) | Exhibits. |
|--------|-----|-----------|

 

|          |         |                                                                                                                                              |         | Incorporated by reference |   |       |
|---------------|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------|--------------|---------------------------|--------|------------|
| ExhibitNumber |         | Description of Document                                                                                                                           |         | Form                      |   | FileNo.    |   | Exhibit |   | Filing Date |   | FiledHerewith |
| 3.1           |    | Restated Certificate of Incorporation.                                                                                                            |    | S-1                       |   | 333-208842 |   | 3.2 |   | July 11, 2016 |    |   |
| 3.2           |         | Amended and Restated Bylaws.                                                                                                                      |         | S-1                       |   | 333-208842 |   | 3.4 |   | July 11, 2016 |   |   |
| 4.1           |         | Form of Common Stock Certificate.                                                                                                                 |         | S-1                       |   | 333-208842 |   | 4.1 |   | March 9, 2016 |   |   |
| 4.2           |         | Amended and Restated Investors’ Rights Agreement, dated October 8, 2015, by and among the Registrant and certain of its stockholders.       |         | S-1                       |   | 333-208842 |   | 4.2 |   | January 4, 2016 |   |   |
| 4.3           |         | Warrant Agreement with Hercules Technology III, L.P. dated March 7, 2017.                                                                         |         | 10-K                      |   | 001-37833  |   | 4.3 |   | March 13, 2017 |   |   |
| 10.1#         |         | Form of Indemnity Agreement.                                                                                                                      |         | S-1                       |   | 333-208842 |   | 10.1 |   | July 11, 2016 |   |   |
| 10.2#         |         | 2012 Equity Incentive Plan and forms of award agreements.                                                                                         |         | S-1                       |   | 333-208842 |   | 10.2 |   | January 4, 2016 |   |   |
| 10.3#         |         | 2016 Equity Incentive Plan and forms of award agreements.                                                                                         |         | S-1                       |   | 333-208842 |   | 10.3 |   | July 11, 2016 |   |   |
| 10.4#         |         | 2016 Employee Stock Purchase Plan and form of subscription agreement.                                                                             |         | S-1                       |   | 333-208842 |   | 10.4 |   | July 11, 2016 |   |   |
| 10.5#         |         | Form of Executive Employment Agreement.                                                                                                           |         | 10-K                      |   | 001-37833  |   | 10.5 |   | March 9, 2018 |   |   |
| 10.6#         |         | Form of Board Member Offer Letter.                                                                                                                |         | S-1                       |   | 333-208842 |   | 10.8 |   | March 9, 2016 |   |   |
| 10.7          |         | Sublease, dated April 21, 2016, by and between the Registrant and Solazyme, Inc.                                                                  |         | S-1                       |   | 333-208842 |   | 10.9 |   | June 16, 2016 |   |   |
| 10.8          |         | Lease, dated July 12, 2017, by and between the Registrant and Britannia Gateway II Limited Partnership.                                           |         | 10-Q                      |   | 001-37833  |   | 10.1 |   | August 10, 2017 |   |   |
| 10.9          |         | Net Commercial Lease, effective June 1, 2017, by and between the Registrant and JCN Partners.                                                     |         | 10-K                      |   | 001-37833  |   | 10.11 |   | March 13, 2017 |   |   |
| 10.10         |         | Net Commercial Lease, effective May 1, 2017, by and between the Registrant and 546 Eccles Avenue, a California Limited Partnership.               |         | 10-K                      |   | 001-37833  |   | 10.12 |   | March 13, 2017 |   |   |
| 10.11         |         | First Amendment to Lease Agreement, effective May 1, 2017, by and between the Registrant and 546 Eccles Avenue, a California Limited Partnership. |         | 10-K                      |   | 001-37833  |   | 10.13 |   | March 13, 2017 |   |   |

 

----

 

|                |   |                                                                                                                                                                              |   | Incorporated by reference |   |       |
|---------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------|--------|------------|
| ExhibitNumber       |   | Description of Document                                                                                                                                                           |   | Form                      |   | FileNo.    |   | Exhibit |   | Filing Date |   | FiledHerewith |
| 10.12               |   | Office Lease, dated September 21, 2015, by and between the Registrant and MEPT 600 California Street LLC.                                                                         |   | S-1                       |   | 333-208842 |   | 10.11 |   | January 4, 2016 |   |   |
| 10.13               |   | First Amendment to Office Lease, dated November 22, 2016, by and between the Registrant and MEPT 600 California Street LLC.                                                       |   | 10-K                      |   | 001-37833  |   | 10.15 |   | March 13, 2017 |   |   |
| 10.14†        |   | Collaborative Development Agreement, dated January 24, 2014, by and between the Registrant and Genethon, a French not-for-profit organization.                               |   | S-1                       |   | 333-208842 |   | 10.12 |   | January 4, 2016 |   |   |
| 10.15†        |   | License Agreement, dated September 26, 2014, by and between Cardiogen Sciences, Inc. and Fondazione Salvatore Maugeri.                                                            |   | S-1                       |   | 333-208842 |   | 10.13 |   | January 4, 2016 |   |   |
| 10.16†        |   | License Agreement, dated July 9, 2013, by and between the Registrant and ReGenX Biosciences, LLC.                                                                                 |   | S-1                       |   | 333-208842 |   | 10.15 |   | January 4, 2016 |   |   |
| 10.17†        |   | License Agreement, dated November 3, 2015, by and between the Registrant and REGENXBIO Inc. (relating to CPVT).                                                                   |   | S-1                       |   | 333-208842 |   | 10.16 |   | January 4, 2016 |   |   |
| 10.18†† |   | First Amendment to License Agreement, dated November 3, 2017, by and between the Registrant and REGENXBIO Inc. (relating to CPVT).                                                |   | 10-K                      |   | 001-37833  |   | 10.18 |   | March 9, 2018 |   |   |
| 10.19†        |   | License Agreement, dated November 3, 2015, by and between the Registrant and REGENXBIO Inc. (relating to Crigler-Najjar).                                                         |   | S-1                       |   | 333-208842 |   | 10.17 |   | January 4, 2016 |   |   |
| 10.20†        |   | Exclusive License and Collaboration Agreement, dated May 3, 2016, by and between the Registrant and The Trustees of the University of Pennsylvania.                               |   | S-1                       |   | 333-208842 |   | 10.18 |   | June 16, 2016 |   |   |
| 10.21†† |   | First Amendment to Exclusive License and Collaboration Agreement, dated December 21, 2016, by and between the Registrant and The Trustees of the University of Pennsylvania.      |   | 10-K                      |   | 001-37833  |   | 10.24 |   | March 13, 2017 |   |   |
| 10.22†† |   | Second Amendment to Exclusive License and Collaboration Agreement, dated March 21, 2017, by and between the Registrant and The Trustees of the University of Pennsylvania.        |   | 8-K                       |   | 001-37833  |   | 10.01 |   | April 3, 2017 |   |   |
| 10.23†† |   | Third Amendment to Exclusive License and Collaboration Agreement, effective July 14, 2017, by and between the Registrant and The Trustees of the University of Pennsylvania.      |   | 10-Q                      |   | 001-37833  |   | 10.3 |   | August 10, 2017 |   |   |
| 10.24†† |   | Fourth Amendment to Exclusive License and Collaboration Agreement, effective December 20, 2017, by and between the Registrant and The Trustees of the University of Pennsylvania. |   | 10-K                      |   | 001-37833  |   | 10.24 |   | March 9, 2018 |   |   |

 

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|                |   |                                                                                                                                                                                                              |   | Incorporated by reference |   |       |
|---------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------|--------|------------|
| ExhibitNumber       |   | Description of Document                                                                                                                                                                                           |   | Form                      |   | FileNo.    |   | Exhibit |   | Filing Date |   | FiledHerewith |
| 10.25               |   | Loan and Security Agreement, dated March 7, 2017, by and between the Registrant, each of its Qualified Subsidiaries, the several banks and other financial institutions party thereto, and Hercules Capital, Inc. |   | 10-K                      |   | 001-37833  |   | 10.25 |   | March 13, 2017 |   |   |
| 10.26†† |   | Amended and Restated License Agreement, dated May 4, 2017, by and between the Registrant and Istituti Clinici Scientifici Maugeria S.p.A. SB (assignee of Fondazione Salvatore Maugeri).                          |   | 10-Q                      |   | 001-37833  |   | 10.2 |   | August 10, 2017 |   |   |
| 21.1                |   | Subsidiary of the Registrant.                                                                                                                                                                                     |   | S-1                       |   | 333-208842 |   | 21.1 |   | January 4, 2016 |   |   |
| 23.1                |   | Consent of KPMG LLP, Independent Registered Public Accounting Firm.                                                                                                                                               |   | 10-K                      |   | 001-37833  |   | 23.1 |   | March 9, 2018 |   |   |
| 24.1                |   | Power of Attorney. (See signature page thereto.)                                                                                                                                                                  |   | 10-K                      |   | 001-37833  |   | 24.1 |   | March 9, 2018 |   |   |
| 31.1                |   | Certification of Principal Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                         |   |                      |   |       |   |   |   |   |   | X |
| 31.2                |   | Certification of Principal Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                         |   |                      |   |       |   |   |   |   |   | X |
| 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.                                                               |   | 10-K                      |   | 001-37833  |   | 32.1 |   | March 9, 2018 |   |   |
| 32.2*               |   | Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                               |   | 10-K                      |   | 001-37833  |   | 32.2 |   | March 9, 2018 |   |   |
| 101.INS             |   | XBRL Instance Document.                                                                                                                                                                                           |   | 10-K                      |   | 001-37833  |   | 101 |   | March 9, 2018 |   |   |
| 101.SCH             |   | XBRL Taxonomy Extension Schema Document.                                                                                                                                                                          |   | 10-K                      |   | 001-37833  |   | 101 |   | March 9, 2018 |   |   |
| 101.CAL             |   | XBRL Taxonomy Extension Calculation Linkbase Document.                                                                                                                                                            |   | 10-K                      |   | 001-37833  |   | 101 |   | March 9, 2018 |   |   |
| 101.DEF             |   | XBRL Taxonomy Extension Definition Linkbase Document.                                                                                                                                                             |   | 10-K                      |   | 001-37833  |   | 101 |   | March 9, 2018 |   |   |
| 101.LAB             |   | XBRL Taxonomy Extension Labels Linkbase Document.                                                                                                                                                                 |   | 10-K                      |   | 001-37833  |   | 101 |   | March 9, 2018 |   |   |
| 101.PRE             |   | XBRL Taxonomy Extension Presentation Linkbase Document.                                                                                                                                                           |   | 10-K                      |   | 001-37833  |   | 101 |   | March 9, 2018 |   |   |

 

| # | Management contract or compensatory plan or arrangement. |
|---|----------------------------------------------------------|

| † | Registrant has omitted and filed separately with the SEC portions of the exhibit pursuant to confidential treatment granted under Rule 406 promulgated under the Securities Act. |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| †† | Registrant has omitted and filed separately with the SEC portions of the exhibit pursuant to confidential treatment granted under Rule 24b-2 promulgated under the Exchange Act. |
|----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| * | This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. |
|---|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

----

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

|                  |   | Audentes Therapeutics, Inc. |
|-----------------------|--------|-----------------------------|
|                  |   |                        |   |
| Date: August 10, 2018 |   | By:                         | /s/ Matthew R. Patterson |
|                  |   |                        | Matthew R. Patterson |
|                  |   |                        | President and Chief Executive Officer |

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

 

| Name                                   |   | Title                                           |   | Date            |
|----------------------------------------|--------|-------------------------------------------------|--------|-----------------|
|                                   |   |                                            |   |            |
| /s/ Matthew R. Patterson               |   | President, Chief Executive Officer and Director |   | August 10, 2018 |
| Matthew R. Patterson                   |   | (Principal Executive Officer)                   |   |            |
|                                   |   |                                            |   |            |
| /s/ Thomas Soloway                     |   | Chief Financial Officer                         |   | August 10, 2018 |
| Thomas Soloway                         |   | (Principal Financial and Accounting Officer)    |   |            |
|                                   |   |                                            |   |            |
| *                                      |   | Director                                        |   | August 10, 2018 |
| Mark Goldberg                          |   |                                            |   |            |
|                                   |   |                                            |   |            |
| *                                      |   | Director                                        |   | August 10, 2018 |
| Jennifer Jarrett                       |   |                                            |   |            |
|                                   |   |                                            |   |            |
| *                                      |   | Director                                        |   | August 10, 2018 |
| Louis Lange                            |   |                                            |   |            |
|                                   |   |                                            |   |            |
| *                                      |   | Director                                        |   | August 10, 2018 |
| Scott Morrison                         |   |                                            |   |            |
|                                   |   |                                            |   |            |
| *                                      |   | Director                                        |   | August 10, 2018 |
| Kush Parmar                            |   |                                            |   |            |
|                                   |   |                                            |   |            |
| *                                      |   | Director                                        |   | August 10, 2018 |
| Thomas Schuetz                         |   |                                            |   |            |
|                                   |   |                                            |   |            |
| *                                      |   | Director                                        |   | August 10, 2018 |
| Julie Smith                            |   |                                            |   |            |
|  

* By: /s/ Matthew R. Patterson |   |                                            |   |            |
| Matthew R. Patterson

Attorney-in-fact |   |                                            |   |            |
|                                   |   |                                            |   |            |
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