UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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: 001-38270

 

AQUANTIA CORP.

(Exact Name of Registrant as Specified in its Charter)

 

 

| Delaware                                                        | 20-1199709                            |
|-----------------------------------------------------------------|---------------------------------------|
| (State or other jurisdiction of

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

Identification No.) |

 

91 E. Tasman Drive, Suite 100

San Jose, CA 95134

(Address of principal executive offices)

Registrant’s telephone number, including area code: (408) 228-8300

 

Securities registered pursuant to Section 12(b) of the Act:

| Title of each class              | Trading Symbol | Name of each exchange on which registered |
|----------------------------------|----------------|-------------------------------------------|
| Common Stock, $0.00001 par value | AQ             | New York Stock Exchange                   |

 

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  ☒    No  ☐

Indicate by check mark whether the registrant has 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 for such 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-accelerated filer, 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 period for 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 Exchange Act).    Yes  ☐    No  ☒

As of May 3, 2019, the registrant had 35,532,571 shares of common stock, $0.00001 par value per share, outstanding.

 

 

 

----

 

 

 

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-Q/A (the “Amendment”) to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019, originally filed with the Securities and Exchange Commission on May 9, 2019 (the “First Quarter Report”), is being filed solely to refile the certifications of our principal executive officer and principal financial officer as exhibits to this Amendment, as required pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. This Amendment contains only the cover page, explanatory note, signature page and the revised certifications. Because no financial statements are included with this Amendment, paragraph 3 of the certifications has been omitted. No other changes have been made to our First Quarter Report.  

 

2

----

 

 Item 6. Exhibits

 

| Exhibit |   |                                                                                                                                                                                                   |   | Incorporation By Reference |   |         |
|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------|--------|--------------|
| Number  |   | Description                                                                                                                                                                                            |   | Form                       |   | SEC File No. |   | Exhibit |   | Filing Date |
|    |   |                                                                                                                                                                                                   |   |                       |   |         |   |   |   |   |
| 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 |   |                       |   |         |   |   |   |   |

3

----

 

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.

 

|                | AQUANTIA CORP. |
|---------------------|----------------|
|                |           |
|                | By:            | /s/ Faraj Aalaei |
|                |           | Faraj Aalaei |
|                |           | Chairman, President and Chief Executive Officer |
|                |           | (Principal Executive Officer) |
| Date: June 10, 2019 |           |   |

 

 

4