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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 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, 2019**

**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 001-38238**

 

 

**Restoration Robotics, Inc.**

**(Exact name of Registrant as specified in its Charter)**

 

 

 
**Delaware** **06-1681204**
**(State or other jurisdiction of**

**incorporation or organization)**
 
**(I.R.S. Employer**

**Identification No.)**

**128 Baytech Drive**

**San Jose, CA 95134**

**(408)883-6888**

**(Address, including zip code, and telephone number, including area code, ofregistrant’s principal executive offices)**

 

 

**Securitiesregistered pursuant to Section 12(b) of the Act:**

 

**Title of each class**
 
**Ticker**

**Symbol**
 
**Name of each exchange**

**on which registered**
**Common stock, par value $0.00001 per share** **HAIR** **The Nasdaq Global Market**
**Securities Registered Pursuant to Section 12(g) of the Act: None**

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 Actof 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 past90 days.    YES  ☒    NO  ☐ 

Indicate by check mark whether the Registranthas submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the Registrant was required to submit such files).    YES  ☒    NO  ☐ 

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

 
Large accelerated filer ☐  Accelerated filer ☐Non-accelerated filer ☒  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 periodfor 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 ExchangeAct).    YES  ☐    NO  ☒ 

As of July 8, 2019, the registrant had 40,857,012shares of common stock, $0.0001 par value per share, outstanding. 

 

 

 
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   **Page** Item 6. 
Exhibits
   4  
Signatures
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**EXPLANATORY NOTE**

Restoration Robotics, Inc. (the “Company,” “we,” or “our”) filed its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 (the “Original Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) on May 15,2019. The Company is filing this Amendment No. 1 to the Original Form 10-Q (the “Form 10-Q/A”) for the sole purpose of including missing language in theintroductory section of paragraph 4, as well as to add subsection (b) of paragraph 4 of Exhibits 31.1 and 31.2 of Part II, Item 6 to the Form 10-Q in accordance with Exchange Act Rule 13a-14(a) and Item 601(b)(31) of Regulation S-K. Because this Form 10-Q/A includes no financial statements, the Company isnot filing with this Form 10-Q/A any certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 

No attempt has been made in this Form 10-Q/A to modify or update the other disclosures presented inthe Original Form 10-Q, including, without limitation, the consolidated financial statements. This Form 10-Q/A does not reflect events occurring after the filing of theOriginal Form 10-Q or modify or update the disclosure in the Original Form 10-Q, except as set forth in this Form 10-Q/A, andshould be read in conjunction with the Original Form 10-Q and the Company’s other filings with the SEC. 

 
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**PART II OTHER INFORMATION**

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

**EXHIBIT INDEX**

 

**Exhibit**

**Number**
  **Exhibit Description**  **Form**   **Date**   **Number**   
**Filed**

**Herewith**
     3.1  Amended and Restated Certificate of Incorporation   8-K    10-17-17    3.1       3.4  Amended and Restated Bylaws   8-K    10-17-17    3.2       4.1  Reference is made to Exhibits 3.1 through 3.2.            4.2  Form of Common Stock Certificate.    S-1/A    9-18-17    4.2     31.1  Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   10-Q    5-15-19    31.1     31.2  Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   10-Q    5-15-19    31.2     31.3  Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.          X   31.4  Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.          X   32.1*  Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   10-Q    5-15-19    32.1     32.2*  Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.    10-Q    5-15-19    32.2   101.INS  XBRL Instance Document   10-Q    5-15-19    101.INS   101.SCH  XBRL Taxonomy Extension Schema Document   10-Q    5-15-19    101.SCH   101.CAL  XBRL Taxonomy Extension Calculation Linkbase Document   10-Q    5-15-19    101.CAL   101.DEF  XBRL Taxonomy Extension Definition Linkbase Document   10-Q    5-15-19    101.DEF   101.LAB  XBRL Taxonomy Extension Label Linkbase Document   10-Q    5-15-19    101.LAB   101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document   10-Q    5-15-19    101.PRE   
 
*
The certifications attached as Exhibit 32.1 and Exhibit 32.2 that were filed with the Original 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 Restoration Robotics, Inc. under the Securities Act of 1933, as amended, or theSecurities Exchange Act of 1934, as amended, whether made before or after the date of this Amendment No. 1 to the Quarterly Report on Form 10-Q, irrespective of any general incorporation languagecontained in such filing. 

 
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**SIGNATURE**

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 AmendmentNo. 1 to the Annual Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized. 

 
   
Restoration Robotics, Inc.
Date: July 9, 2019  By: /s/ Ryan Rhodes      **Ryan Rhodes**      **President, Chief Executive Officer and Director**
 
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