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**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-Q/A**

**(Amendment No. 1)**

 

**x****      Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.**

** **

**For the quarterly period ended June 30, 2012.**

** **

**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 000-29815**

 

**Allos Therapeutics, Inc.**

(Exact name of Registrant as specified in its charter)

 

| **Delaware**                    | ** ** | **54-1655029**      |
|---------------------------------|------------|---------------------|
| (State or other jurisdiction of |       | (I.R.S. Employer    |
| incorporation or organization)  |       | Identification No.) |

 

**11080 CirclePoint Road, Suite 200 Westminster, Colorado  80020 (303) 426-6262**(Address, including zip code, and telephone number, including area code, of principal executive offices)

 

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 x  No o

 

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 x  No o

 

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 o                                               |   | Accelerated filer x         |
|------------------------------------------------------------------------------|--------|----------------------------------|
|                                                                         |   |                             |
| Non-accelerated filer o   (Do not check if a smaller reporting company) |   | Smaller reporting company o |

 

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

 

As of August 1, 2012, there were 106,976,912 shares of the registrant’s Common Stock, par value $0.001 per share, outstanding.

 

 

 

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**Explanatory Note**

 

This Amendment No. 1 to the quarterly report of Allos Therapeutics, Inc. on Form 10-Q/A (“Form 10-Q/A”) amends our quarterly report on Form 10-Q for the period ended June 30, 2012, which was originally filed on August 3, 2012 (“Original Form 10-Q”). This Form 10-Q/A is being filed solely for the purpose of amending Item 6 of Part II of the Original Form 10-Q to reflect the filing of Exhibit 10.1 herewith.  As indicated herein, confidential treatment has been requested from the Securities and Exchange Commission with respect to specific portions of such exhibit. The certifications of our principal executive officer and principal financial and accounting officer are attached to this Form 10-Q/A as Exhibits 31.3, 31.4 and 32.2.  Unless the context requires otherwise, references in this Form 10-Q/A to “Allos,” the “Company,” “we,” “us,” and “our” refer to Allos Therapeutics, Inc.

 

Except as described above, no other changes have been made to the Original Form 10-Q, and this Form 10-Q/A does not amend, update or change the financial statements or disclosures in the Original Form 10-Q. This Form 10-Q/A does not reflect events occurring after the filing of the Original Form 10-Q or modify or update those disclosures. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the Original Form 10-Q, including any amendments to those filings.

 

**ALLOS THERAPEUTICS, INC.**

 

**FORM 10-Q/A**

**(Amendment No. 1)**

 

**TABLE OF CONTENTS**

 
| PART II.  Other Information | 3        |
|---------------------------------------|----------|
|                                  |     |   |
| ITEM 6.                               | Exhibits | 3 |
|                                  |     |   |
| SIGNATURES                            |     | 4 |

 

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**PART II.  OTHER INFORMATION**

 

**ITEM 6.****                      ****EXHIBITS**

 

The exhibits listed in the Index to Exhibits (following the signatures page of this Report) are filed with, or incorporated by reference in, this Report.

 

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**SIGNATURES**

 

Pursuant to the requirements 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.

 
| Date: August 17,   2012 | **ALLOS   THERAPEUTICS, INC.**            |
|-----------------------------------|------------------------------------------------|
| ** **                        | ** **                                     |
|                              | /s/   Paul L. Berns                            |
|                              | Paul   L. Berns                                |
|                              | President   and Chief Executive Officer        |
|                              | (Principal   Executive Officer)                |
|                              |                                           |
|                              |                                           |
|                              | /s/   David C. Clark                           |
|                              | David   C. Clark                               |
|                              | Vice   President, Finance and Treasurer        |
|                              | (Principal   Financial and Accounting Officer) |

 

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**Allos Therapeutics, Inc.**

 

**Index to Exhibits**

 
| ** **           | ** ** | ** **                                                                                                                                                                                                                                                   | ** **                                                                                         | **Incorporated by Reference** | ** ** | ** **        |
|----------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------|-----------------------------------------|------------|-------------------|
| **Exhibit   No.**    | ** ** | **Description**                                                                                                                                                                                                                                              | ** **                                                                                         | **Form**                                | ** ** | **Filing   Date** | ** ** | **Number** | ** ** | **Filed   Herewith** |
| 2.1*                 |       | Agreement   and Plan of Merger, dated as of April 4, 2012, by and among Allos   Therapeutics, Inc., Spectrum Pharmaceuticals, Inc. and Sapphire   Acquisition Sub, Inc.                                                                  |                                                                                               | 8-K                                     |       | 4/6/12            |   | 2.1 |   |   |
| 2.2                  |       | Form of   Contingent Value Rights Agreement.                                                                                                                                                                                                            |                                                                                               | 8-K                                     |       | 4/6/12            |   | 2.2 |   |   |
| 2.3                  |       | Form of   Tender and Voting Agreement, dated as of April 4, 2012, by and between   Spectrum Pharmaceuticals, Inc., Sapphire Acquisition Sub, Inc. and   the stockholders as set forth therein.                                           |                                                                                               | 8-K                                     |       | 4/6/12            |   | 2.3 |   |   |
| 4.1                  |       | Amendment,   dated as of April 4, 2012, to the Rights Agreement, dated as of   May 6, 2003, by and between Allos Therapeutics, Inc. and   Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC),   as amended.           |                                                                                               | 8-K                                     |       | 4/6/12            |   | 2.4 |   |   |
| 10.1‡           |       | License   Agreement for 10-Propargyl-10-Deazaaminopterin “PDX” dated December 23,   2002 and amended May 9, 2006 between Allos and SRI International,   Sloan-Kettering Institute for Cancer Research and Southern Research   Institute. |                                                                                               |                                    |       |              |   |   |   | X |
| 31.                  | 1♦   |                                                                                                                                                                                                                                                         | Certification   of principal executive officer required by Rule 13a-14(a) /   15d-14(a). |                                    |       |              |   |   |   |   |   |
| 31.                  | 2♦   |                                                                                                                                                                                                                                                         | Certification   of principal financial officer required by Rule 13a-14(a) /   15d-14(a). |                                    |       |              |   |   |   |   |   |
| 31.                  | 3          |                                                                                                                                                                                                                                                         | Certification   of principal executive officer required by Rule 13a-14(a) /   15d-14(a). |                                    |       |              |   |   |   |   | X |
| 31.                  | 4          |                                                                                                                                                                                                                                                         | Certification   of principal financial officer required by Rule 13a-14(a) /   15d-14(a). |                                    |       |              |   |   |   |   | X |
| 32.                  | 1#♦  |                                                                                                                                                                                                                                                         | Section 1350   Certification.                                                                 |                                    |       |              |   |   |   |   |   |
| 32.                  | 2#         |                                                                                                                                                                                                                                                         | Section 1350   Certification.                                                                 |                                    |       |              |   |   |   |   | X |
| 101.INS†♦ |       | XBRL   Instance Document.                                                                                                                                                                                                                                    |                                                                                               |                                    |       |              |   |   |   |   |
| 101.SCH†♦ |       | XBRL   Taxonomy Extension Schema Document.                                                                                                                                                                                                                   |                                                                                               |                                    |       |              |   |   |   |   |
| 101.CAL†♦ |       | XBRL   Taxonomy Extension Calculation Linkbase Document.                                                                                                                                                                                                     |                                                                                               |                                    |       |              |   |   |   |   |
| 101.LAB†♦ |       | XBRL   Taxonomy Extension Label Linkbase Document.                                                                                                                                                                                                           |                                                                                               |                                    |       |              |   |   |   |   |
| 101.PRE†♦ |       | XBRL   Taxonomy Extension Presentation Linkbase Document.                                                                                                                                                                                                    |                                                                                               |                                    |       |              |   |   |   |   |
| 101.DEF†♦ |       | XBRL   Taxonomy Extension Definition Linkbase Document**.**                                                                                                                                                                                                  |                                                                                               |                                    |       |              |   |   |   |   |

 

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*                           Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.  The Company agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request.

 

‡                            Indicates confidential treatment has been requested with respect to specific portions of this exhibit. Omitted portions have been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

♦                           Previously filed or furnished as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on August 3, 2012.

 

#                           The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Allos Therapeutics, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as

 

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amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.

 

†                            XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

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