UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

Amendment No. 1





(Mark One)

|x | 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: 001-36327





Aquinox
Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 98-0542593                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

450-887 Great Northern Way,

Vancouver, B.C., Canada V5T 4T5

(Address of principal executive offices, including zip code)

(Registrants telephone number, including area code): (604) 629-9223





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   ̈

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  x    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 definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  | x  (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  x

As of May 9, 2016, there were 17,211,986 shares of the registrants common stock outstanding.









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EXPLANATORY NOTE

Aquinox Pharmaceuticals, Inc. is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2016, as an exhibit-only filing solely to re-file Exhibits 31.1 and 31.2 to include a portion of the text required in paragraph 4 of the Section 302 certifications, which was inadvertently omitted from the
Section 302 certifications included with the original Form 10-Q filed with the Securities and Exchange Commission on May 10, 2016. This Amendment No. 1 to Form 10-Q does not reflect events occurring after the filing of the original
Form 10-Q and, other than the re-filing of the referenced certifications, does not modify or update the disclosures in the original Form 10-Q in any way.



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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.



|                     |  |  |  |  |  |                                                                                  
|-------------------- |  |  |  |  |  | ---------------------------------------------------------------------------------
|                     |  |  |  |  |  | Aquinox Pharmaceuticals, Inc.                                                    
|                     |  |  |  |  |  | (Registrant)                                                                     
|                     |  |  | 
|Date: August 4, 2016 |  |  |  |  |  | /s/ David J. Main                                                                
|                     |  |  |  |  |  | David J. Main
President and Chief Executive Officer
(Principal Executive Officer)
|                     |  |  | 
|Date: August 4, 2016 |  |  |  |  |  | /s/ Kamran Alam                                                                  
|                     |  |  |  |  |  | Kamran Alam
Chief Financial Officer
(Principal Financial and Accounting Officer) 



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EXHIBIT INDEX



|       |  |                                                                     
|------ |  | --------------------------------------------------------------------
|Number |  | Description                                                         
|       | 
|31.1   |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
|       | 
|31.2   |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a).



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