**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 Quarterly Period Ended September 30, 2011**

 

**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 0-14602**

 

**CYANOTECH CORPORATION**

(Exact name of registrant as specified in its charter)

 

| **NEVADA**                        | ** ** | **91-1206026**         |
|-----------------------------------|------------|------------------------|
| (State or other jurisdiction      |       | (IRS Employer          |
| of incorporation or organization) |       | Identification Number) |

 

**73-4460 Queen Kaahumanu Hwy. #102, Kailua-Kona, HI  96740**

(Address of principal executive offices)

 

**(808) 326-1353**

(Registrant’s telephone number)

 

**Not Applicable**

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 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 (§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 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 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 o         |
|-----------------------------------------------|--------|----------------------------------|
|                                          |   |                             |
| Non-accelerated filer o                  |   | Smaller reporting company x |
| (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

 

Number of common shares outstanding as of November 14, 2011:

 

| **Title of Class**   | ** ** | **Shares Outstanding** |
|--------------------------------|------------|-----------------------------|
| Common stock - $0.02 par value |       | 5,405,618                   |

 

 

 

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**EXPLANATORY NOTE**

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, which the Registrant previously filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2011 (the “Original Filing”). The Registrant is filing this Amendment in response to comments received from SEC staff by letter dated February 3, 2012 to correct, supplement or clarify our disclosures in Item 4: Controls and Procedures.  In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment and apply to this filing and the Original Filing, as amended.  Except as set forth below, the Original Filing has not been amended, updated or otherwise modified.

 

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**PART I.  FINANCIAL INFORMATION**

 

**Item 4.  Controls and Procedures**

 

(a) **Disclosure Controls and Procedures**

 

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15 (d)-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective to meet the objective for which they were designed and operate at the reasonable assurance level.

 

This Form 10-Q should be read in conjunction with Item 9A “Controls and Procedures” of the Company’s Form 10-K for the fiscal year ended March 31, 2011, filed June 23, 2011, and the Company’s Form 10-K/A for the same period filed concurrently herewith on February 21, 2012.

 

As noted in prior years’ Forms 10-K, errors were identified in the calculations and applications of certain accounting practices relating to the carrying value of inventory. Throughout the years subsequent to the identification of the weakness, management has continuously added measures to improve and evaluate the effectiveness of controls over financial reporting. These measures include: upgrades and improvements to the Company’s resource management system; automation of manual functions within the resource management system, through the use of interfacing add-on applications and through software application that manage critical data independently; subscription to an online knowledgebase to provide the latest updates and checklists of accounting and reporting standards; additional accounting personnel and system training. Based on these measures, management believes systems and procedures are in place and effective to reasonably ensure accurate financial data as of September 30, 2011.

 

(b) **Changes to Internal Control Over Financial Reporting**

 

There was no change in our internal control over financial reporting during the current quarter that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting. In order to address the material weakness identified in the prior years, we are continuously making changes in our accounting procedures and processes. These changes, designed to improve our internal controls, relate to proper accounting for inventory costs in accordance with GAAP and with internal control over financial reporting. However, our agricultural production processes are susceptible to adverse weather conditions and environmental influences that can impact the results on a period to period basis. Accordingly, judgments and separate manual analyses are required to properly allocate costs to inventory and will likely continue to be required. Due to the knowledge and experience of our personal, we believe systems and procedures are in place to reasonably ensure accurate financial data.

 

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| **Item 6.** | **Exhibits**                                                 |
|------------------|--------------------------------------------------------------|
|             |                                                         |
| **a)**           | The following exhibits are furnished with this   report**:** |

 
|   |                                                                                                                                              |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.1   | Certifications   of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley   Act of 2002 signed as of February 21, 2012. |
|   |                                                                                                                                              |
| 31.2   | Certifications   of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley   Act of 2002 signed as of February 21, 2012. |

 

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SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
|     |                     | CYANOTECH CORPORATION                                          |
|----------|--------------------------|---------------------------------------------------------------------|
|     |                     | (Registrant)                                                        |
|     |                     |                                                                |
|     |                     |                                                                |
|     | February 21,   2012 |                                                                | By: | /s/ Brent D. Bailey |
|     | (Date)                   |                                                                | Brent D. Bailey |
| * * | * *                 | *President and Chief Executive Officer and   Director*              |
|     |                     |                                                                |
|     |                     |                                                                |
|     | February 21,   2012 |                                                                | By: | /s/ Jole Deal |
|     | (Date)                   |                                                                | Jole Deal |
| * * | * *                 | *Vice President — Finance &   Administration and CFO* |
| * * | * *                 | *(Principal Financial and Accounting Officer)*                      |
|          |                          |                                                                     |  |  |  |

 

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**EXHIBIT INDEX**

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                   |
|----------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                              |
| 31.1                 |       | Certifications   of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley   Act of 2002 signed as of February 21, 2012. |
|                 |       |                                                                                                                                              |
| 31.2                 |       | Certifications   of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley   Act of 2002 signed as of February 21, 2012. |

 

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