UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A





Amendment No. 1

QUARTERLY REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

Commission File Number: 000-52607





Universal Biosensors, Inc.

(Exact name of registrant as specified in its charter)







|                                                                                  |  |                                        
|--------------------------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                                          |  | 98-0424072                             
|(State or other jurisdiction of incorporation or organization)                    |  | (I.R.S. Employer Identification Number)
|                                                                                  | 
|Universal Biosensors, Inc. 1 Corporate Avenue, Rowville, 3178, Victoria
Australia |  | Not Applicable                         
|(Address of principal executive offices)                                          |  | (Zip Code)                             

Telephone: +61 3 9213 9000

(Registrants telephone number, including area code)





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 (§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   ̈

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



|                           |  |                                               |  |                             
|-------------------------- |  | --------------------------------------------- |  | ----------------------------
|Large Accelerated Filer   ̈ |  |                                               |  | Accelerated Filer  x        
|Non-Accelerated Filer   ̈   |  | (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

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 173,959,863 shares of Common Stock, U.S.$0.0001 par value, outstanding as
of January 31, 2013.









---

Explanatory Note

Universal Biosensors, Inc. (the Company) is filing this Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, originally filed
on October 29, 2012 (the Original Report), as an exhibit-only filing for the sole purpose of addressing comments received from the Securities and Exchange Commission (the Commission) in connection with the
Commissions review of the Companys request for confidential treatment of information included within documents filed as exhibits to the Original Report. The Company has made no other changes to the previously filed Original Report.

This Amendment No. 1 on Form 10-Q/A includes in Part II, Item 6 the following revised Exhibits, to reflect the removal of certain
redactions and to replace the Exhibits filed under the same exhibit numbers in the Original Report, which are addressed in the Companys filing of its amended requests for confidential treatment:



|     |  |                                                                                                                                                                                        
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Amendment to Collaboration Agreement between Universal Biosensors Pty Ltd and Siemens Healthcare Diagnostics, Inc. dated September 20, 2012                                            
|     | 
|10.2 |  | Supply Agreement between Universal Biosensors Pty Ltd and Siemens Healthcare Diagnostics, Inc. dated September 20, 2012                                                                
|     | 
|10.3 |  | Supplemental Agreement  Reader Product Support Obligations and Responsibilities between Universal Biosensors Pty Ltd and Siemens Healthcare Diagnostics, Inc. dated September
20, 2012

This Form 10-Q/A continues to speak as of the date of the Original Report and no attempt has been made to modify or
update disclosures in the Original Report except as noted above. This Form 10-Q/A does not reflect events occurring after the filing of the Original Report or modify or update any related disclosures, and information not affected by this Amendment
No. 1 is unchanged and reflects the disclosure made at the time of the filing of the Original Report with the Commission. In particular, any forward-looking statements included in this Form 10-Q/A represent managements view as of the
filing date of the Original Report. Accordingly, this 10-Q/A should be read in conjunction with the Original Report.

As required by Rule
12b-15, under the Securities and Exchange Act of 1934, new certifications of our principal executive officer and principal financial officer are also being filed and/or furnished as exhibits to this Form 10-Q/A.

Part II



|Item 6 | Exhibits
|------ | --------



|           |  |                                                                                                                                                                                        
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No |  | Description                                                                                                                                                                            
|           | 
|10.1*      |  | Amendment to Collaboration Agreement between Universal Biosensors Pty Ltd and Siemens Healthcare Diagnostics, Inc. dated September 20, 2012                                            
|           | 
|10.2*      |  | Supply Agreement between Universal Biosensors Pty Ltd and Siemens Healthcare Diagnostics, Inc. dated September 20, 2012                                                                
|           | 
|10.3*      |  | Supplemental Agreement  Reader Product Support Obligations and Responsibilities between Universal Biosensors Pty Ltd and Siemens Healthcare Diagnostics, Inc. dated
September 20, 2012
|           | 
|31.1       |  | Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer)                                                                                                                   
|           | 
|31.2       |  | Rule 13a-14(a)/15d-14(a) Certification (Principal Financial Officer)                                                                                                                   
|           | 
|32**       |  | Section 1350 Certificate                                                                                                                                                               



|* | Material has been omitted from this exhibit pursuant to a request for confidential treatment pursuant to Rule 24b-2 promulgated under the Securities and Exchange Act of
1934 and such material has been filed separately with the Securities and Exchange Commission.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|** | This certification is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that
section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

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.



|                       |  |  |  |                                         |  |                            
|---------------------- |  |  |  | --------------------------------------- |  | ---------------------------
|                       |  |  |  | UNIVERSAL BIOSENSORS, INC. (Registrant)
|                       |  |  | 
|                       |  |  |  | By:                                     |  | /s/ Paul Wright            
|Date: February 4, 2013 |  |  |  |                                         |  | Paul Wright                
|                       |  |  |  |                                         |  | Principal Executive Officer
|                       |  |  | 
|                       |  |  |  | By:                                     |  | /s/ Salesh Balak           
|Date: February 4, 2013 |  |  |  |                                         |  | Salesh Balak               
|                       |  |  |  |                                         |  | Principal Financial Officer



---

EXHIBIT INDEX

Exhibit



|           |  |                                                                                                                                                                                        
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No |  | Description                                                                                                                                                                            
|           | 
|10.1*      |  | Amendment to Collaboration Agreement between Universal Biosensors Pty Ltd and Siemens Healthcare Diagnostics, Inc. dated September 20, 2012                                            
|           | 
|10.2*      |  | Supply Agreement between Universal Biosensors Pty Ltd and Siemens Healthcare Diagnostics, Inc. dated September 20, 2012                                                                
|           | 
|10.3*      |  | Supplemental Agreement  Reader Product Support Obligations and Responsibilities between Universal Biosensors Pty Ltd and Siemens Healthcare Diagnostics, Inc. dated September
20, 2012
|           | 
|31.1       |  | Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer)                                                                                                                   
|           | 
|31.2       |  | Rule 13a-14(a)/15d-14(a) Certification (Principal Financial Officer)                                                                                                                   
|           | 
|32**       |  | Section 1350 Certificate                                                                                                                                                               



|* | Material has been omitted from this exhibit pursuant to a request for confidential treatment pursuant to Rule 24b-2 promulgated under the Securities and Exchange Act of
1934 and such material has been filed separately with the Securities and Exchange Commission.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|** | This certification is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that
section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------