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, 2013

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 000-31719





POZEN Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 62-1657552                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

1414 Raleigh Road

Suite 400

Chapel Hill,
North Carolina 27517

(Address of principal executive offices, including zip code)

(919) 913-1030

(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.    x  Yes     ̈  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).    x  Yes     ̈  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one):



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large Accelerated Filer |  |  ̈ |  | Accelerated Filer         |  | x
|                        |  |   | 
|Non-Accelerated Filer   |  |  ̈ |  | 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    x  No

The number of shares outstanding of the registrants common stock as of August 1, 2013 was 30,464,898.









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EXPLANATORY NOTE

POZEN
Inc. is filing this Amendment No. 1 on Form 10-Q/A to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, filed on August 7, 2013 (the Form 10-Q), as an exhibit only filing in response to
comments received from the Securities and Exchange Commission regarding a request for confidential treatment of certain portions of Exhibit 10.1 originally filed with the Form 10-Q. This Amendment No. 1 is being filed solely to re-file Exhibit
10.1. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.

This report is limited in scope to the items identified above and should be read in conjunction with the Form 10-Q. This report does not
reflect events occurring after the filing of the Form 10-Q and, other than the furnishing of the information identified above, does not modify or update the disclosure in the Form 10-Q in any way.







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Item 6. Exhibits



|               |  |                                                                                                                                                                                          
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                                                                                              
|               | 
|10.1           |  | First Amendment To Capital Expenditure And Equipment Agreement between Patheon Pharmaceuticals Inc., and POZEN Inc., dated as of July 10, 2013. *                                       
|               | 
|31.1           |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|               | 
|31.2           |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*



|* | Filed herewith.
|- | ---------------

| | Confidential treatment requested. Confidential materials omitted and filed separately with Securities and Exchange Commission.
|- | ------------------------------------------------------------------------------------------------------------------------------



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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.



|                 |  |  |  |              |  |                                      
|---------------- |  |  |  | ------------ |  | -------------------------------------
|                 |  |  |  | POZEN Inc.  
|                 |  |  |  | (Registrant)
|                 |  |  | 
|October 25, 2013 |  |  |  | By:          |  | /s/ JOHN R. PLACHETKA                
|                 |  |  |  |              |  | John R. Plachetka                    
|                 |  |  |  |              |  | President and Chief Executive Officer
|                 |  |  | 
|October 25, 2013 |  |  |  | By:          |  | /s/ WILLIAM L. HODGES                
|                 |  |  |  |              |  | William L. Hodges                    
|                 |  |  |  |              |  | Chief Financial Officer              
|                 |  |  | 
|October 25, 2013 |  |  |  | By:          |  | /s/ JOHN E. BARNHARDT                
|                 |  |  |  |              |  | John E. Barnhardt                    
|                 |  |  |  |              |  | Principal Accounting Officer