UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549





FORM 10-Q/A

(Amendment No. 2)





(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: 001-35953





TOBIRA THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 03-0422069                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                               | 
|701 Gateway Blvd., Suite 300
South San Francisco, CA           |  | 94080                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: (650) 741-6625





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



|                        |  |                                                |  |                         |  |  
|----------------------- |  | ---------------------------------------------- |  | ----------------------- |  | -
|Large accelerated filer |  |  ̈                                              |  | Accelerated filer       |  | x
|                        |  |                                                | 
|Non-accelerated filer   |  |  ̈  (Do not check if a small reporting company) |  | Small 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 2, 2016, there were 18,815,689 shares of the Registrants common stock outstanding.









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EXPLANATORY NOTE

This Amendment No. 2 to the Quarterly Report on Form 10-Q/A (this Amendment) amends the Quarterly Report on Form 10-Q for the quarter ended
March 31, 2016 (the Original Report) filed by Tobira Therapeutics, Inc. with the Securities and Exchange Commission on May 9, 2016. This Amendment is being filed solely for the purpose of amending Exhibits 10.1 and 10.2 under
Item 6 of Part II of the Original Report in connection with requests for confidential treatment of portions of Exhibit 10.1 and Exhibit 10.2.

This
Amendment continues to speak as of May 9, 2016, the date of the Original Report, and except as described above, no other changes have been made to the Original Report and this Amendment does not modify or update disclosures in the Original
Report and does not reflect subsequent events occurring after the date of the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Report.



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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.



|                        |  |  |  |                           |  |                                     
|----------------------- |  |  |  | ------------------------- |  | ------------------------------------
|                        |  |  |  | Tobira Therapeutics, Inc.
|                        |  |  | 
|Date: September 9, 2016 |  |  |  | By:                       |  | /s/ Laurent Fischer, M.D.           
|                        |  |  |  |                           |  | Laurent Fischer, M.D.               
|                        |  |  |  |                           |  | Chief Executive Officer and Director
|                        |  |  | 
|Date: September 9, 2016 |  |  |  | By:                       |  | /s/ Christopher Peetz               
|                        |  |  |  |                           |  | Christopher Peetz                   
|                        |  |  |  |                           |  | Chief Financial Officer             



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Exhibit Index



|               |  |                                                                                                                                                                                                        
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                                                                                                            
|               | 
|10.1*         |  | Cenicriviroc: License Agreement, dated April 11, 2016, between Registrant and Dong-A ST Co., Ltd.                                                                                                      
|               | 
|10.2*         |  | Evogliptin: License Agreement, dated April 11, 2016, between Registrant and Dong-A ST Co., Ltd.                                                                                                        
|               | 
|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.
|               | 
|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.
|               | 
|31.3*          |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                     
|               | 
|31.4*          |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                     
|               | 
|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.                                                 
|               | 
|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.                                                 
|               | 
|101.INS**      |  | XBRL Instance Document                                                                                                                                                                                 
|               | 
|101.SCH**      |  | XBRL Taxonomy Extension Schema Document                                                                                                                                                                
|               | 
|101.CAL**      |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                                  
|               | 
|101.DEF**      |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                                   
|               | 
|101.LAB**      |  | XBRL Taxonomy Extension Label Linkbase Document                                                                                                                                                        
|               | 
|101.PRE**      |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                                 



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

|** | Previously filed.
|-- | -----------------

| | Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment. Omitted portions have been submitted separately to the Securities and Exchange Commission.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The Certifications attached as Exhibits 32.1 and 32.2 that accompanies 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 Tobira Therapeutics, 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.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------