**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, 2014**

 

**OR**

 

**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: 001-35663**

 

**KYTHERA Biopharmaceuticals, Inc.**

(Exact Name of Registrant as Specified in its Charter)

 

| **Delaware**                      | ** ** | **03-0552903**        |
|-----------------------------------|------------|-----------------------|
| (State or   Other Jurisdiction of |       | (I.R.S.   Employer    |
| Incorporation   or Organization)  |       | Identification   No.) |

 

| **30930 Russell Ranch   Road, Suite 300** |       |       |
|------------------------------------------------|------------|------------|
| **Westlake Village,   California**             | ** ** | **91362**  |
| (Address of   Principal Executive Offices)     |       | (Zip Code) |

 

**(818) 587-4500**

(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 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 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                    |   | Smaller reporting company o |
| (Do not check if a 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 o  No x

 

As of April 16, 2014, the number of outstanding shares of the registrant’s common stock, par value $0.00001 per share, was 22,656,603**.**

 

 

 

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**Explanatory Note**

 

This Form 10-Q/A amends the Quarterly Report on Form 10-Q of KYTHERA Biopharmaceuticals, Inc. for the period ended March 31, 2014 filed on May 8, 2014 (the “Form 10-Q”) for the sole purpose of refiling Exhibits 31.1 and 31.2.

 

No other changes have been made to the Form 10-Q.  This Amendment No. 1 to the Form 10-Q does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the original Form 10-Q.

 

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**PART II. OTHER INFORMATION**

 

**ITEM 6.  EXHIBITS**

 
| **Exhibit** | ** ** | ** **                                                                                                                                                                                                                                              | ** ** | **Incorporated by Reference** | ** ** | **Filed**  |
|-------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------|------------|------------|
| **Number**  | ** ** | **Exhibit Description**                                                                                                                                                                                                                            | ** ** | **Form**                                | ** ** | **Date**   | ** ** | **Number** | ** ** | **Herewith** |
| 3.1         |       | Seventh   Amended and Restated Certificate of Incorporation of KYTHERA   Biopharmaceuticals, Inc.                                                                                                                                                  |       | 8-K                                     |       | 10/16/2012 |   | 3.1 |   |   |
| 3.2         |       | Amended   and Restated Bylaws of KYTHERA Biopharmaceuticals, Inc.                                                                                                                                                                                  |       | 8-K                                     |       | 10/16/2012 |   | 3.2 |   |   |
| 4.1         |       | Reference   is made to exhibits 3.1 and 3.2.                                                                                                                                                                                                            |       |                                    |       |       |   |   |   |   |
| 4.2         |       | Specimen   Common Stock Certificate.                                                                                                                                                                                                                    |       | S-1/A                                   |       | 8/31/2012  |   | 4.2 |   |   |
| 4.3         |       | Note   Agreement, dated March 7, 2014, by and between KYTHERA   Biopharmaceuticals, Inc. and KYTHERA Holdings Ltd.                                                                                                                            |       | 8-K                                     |       | 3/10/2014  |   | 4.1 |   |   |
| 4.4         |       | Registration   Rights Agreement, dated March 7, 2014, by and between KYTHERA   Biopharmaceuticals, Inc. and Bayer Consumer Care AG.                                                                                                           |       | 8-K                                     |       | 3/10/2014  |   | 4.2 |   |   |
| 10.1        |       | Securities   Purchase Agreement, dated March 7, 2014, by and among KYTHERA   Biopharmaceuticals, Inc., KYTHERA Holdings Ltd. and Bayer Consumer Care   AG.                                                                                    |       | 8-K                                     |       | 3/10/2014  |   | 10.1 |   |   |
| 10.2#       |       | Restructuring   Agreement, dated March 7, 2014 by and between Bayer Consumer Care AG and   KYTHERA Biopharmaceuticals, Inc.                                                                                                                   |       | 10-Q                                    |       | 05/08/2014 |   | 10.2 |   |   |
| 10.3†# |       | Assignment   and Novation Agreement, dated March 7, 2014, by and between Bayer   Consumer Care AG and KYTHERA Holdings Ltd.                                                                                                                        |       | 10-Q                                    |       | 05/08/2014 |   | 10.3 |   |   |
| 10.4        |       | Fifth   Amendment, dated January 29, 2014, to that the certain Standard   Multi-Tenant Office Lease-Gross, dated December 2009, by and between   27200 Associates, L.L.C. and KYTHERA Biopharmaceuticals, Inc.                           |       | 10-K                                    |       | 3/17/2014  |   | 10.4(f) |   |   |
| 10.5        |       | Office   Lease, dated March 12, 2014, by and between Russell Ranch Road, LLC and   KYTHERA Biopharmaceuticals, Inc.                                                                                                                           |       | 10-K                                    |       | 3/17/2014  |   | 10.20 |   |   |
| 31.1        |       | Certification   of Chief Executive Officer of KYTHERA Biopharmaceuticals, Inc., as   required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                                  |       |                                    |       |       |   |   |   | X |
| 31.2        |       | Certification   of Chief Financial Officer of KYTHERA Biopharmaceuticals, Inc., as   required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                                  |       |                                    |       |       |   |   |   | X |
| 32.1#       |       | Certification   by the Chief Executive Officer and Chief Financial Officer, as required by   Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of   Chapter 36 of Title 18 of the United States Code (18 U.S.C. §1350).** |       | 10-Q                                    |       | 05/08/2014 |   | 32.1 |   |   |
| 101.INS***# |       | XBRL   Instance Document                                                                                                                                                                                                                                |       | 10-Q                                    |       | 05/08/2014 |   | 101.INS*** |   |   |
| 101.SCH***# |       | XBRL   Taxonomy Extension Schema Document                                                                                                                                                                                                               |       | 10-Q                                    |       | 05/08/2014 |   | 101.SCH*** |   |   |
| 101.CAL***# |       | XBRL   Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                 |       | 10-Q                                    |       | 05/08/2014 |   | 101.CAL*** |   |   |
| 101.DEF***# |       | XBRL   Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                  |       | 10-Q                                    |       | 05/08/2014 |   | 101.DEF*** |   |   |
| 101.LAB***# |       | XBRL   Taxonomy Extension Labels Linkbase Document                                                                                                                                                                                                      |       | 10-Q                                    |       | 05/08/2014 |   | 101.LAB*** |   |   |
| 101.PRE***# |       | XBRL   Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                                |       | 10-Q                                    |       | 05/08/2014 |   | 101.PRE*** |   |   |

 

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#                      Previously filed May 8, 2014 as an exhibit with the Quarterly Report on Form 10-Q of KYTHERA Biopharmaceuticals, Inc. for the period ended March 31, 2014.

 

*                      Reference is made to the text of the Current Report on Form 8-K under Item 5.02.

 

**               The certifications attached as Exhibit 32.1 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 KYTHERA Biopharmaceuticals, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.

 

***       Pursuant to Rule 406T of Regulation S-T, the XBRL files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

†                      Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the SEC.

 

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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.

 
|                      | KYTHERA   Biopharmaceuticals, Inc. |
|---------------------------|-----------------------------------------|
|                      |                                    |
|                      |                                    |
| September 17,   2014 | By:                                     | /s/   John W. Smither |
|                      |                                    | John   W. Smither |
|                      |                                    | Chief   Financial Officer (Principal Financial and Accounting Officer) |

 

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