**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

 

**(Amendment No. 2)**

 

**(Mark one)**

**x**      **Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**

 

**For the fiscal year ended December 31, 2018**

 

**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 001-38630**

 

**Aridis Pharmaceuticals, Inc.**

(Exact name of Registrant as specified in its charter)

 

| **Delaware** (State or other jurisdiction of incorporation or organization)               |   | **47-2641188** (I.R.S. Employer Identification No.) |
|-------------------------------------------------------------------------------------------|--------|-----------------------------------------------------|
| ** **                                                                                |   | ** **                                          |
| **5941   Optical Ct.****San Jose, California**   (Address of principal executive offices) |   | **95138** (Zip Code)                                |

 

Registrant’s telephone number, including area code: **(408) 385-1742**

 

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

 

| **Title of each class**          |   | **Trading Symbol(s)** |   | **Name of exchange on which registered** |
|-------------------------------------------------|--------|-----------------------|--------|-------------------------------------------------------------------|
| **Common Stock, par   value $0.0001 per share** |   | **ARDS**              |   | **Nasdaq Capital   Market**                                       |

 

Securities registered pursuant to Section 12(g) of the Act: **None**

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  No x

 

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 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 x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):

 
| Large accelerated filer o | Accelerated filer o | Non-accelerated   filer x | Smaller reporting company x |
|------------------------------------------|-------------------------------|--------------------------------|--------------------------------------------|
|                                     |                          |                           | Emerging growth   company x           |

 

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. o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o  No x

 

The Registrant was not a public company as of the last business day of its most recently completed second fiscal quarter and, therefore, cannot calculate the aggregate market value of its voting and non-voting common equity

 

On March 26, 2019, the registrant had 8,107,920 shares of common stock outstanding.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

None.

 

 

 

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**EXPLANATORY NOTE**

 

Aridis Pharmaceuticals, Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-K/A (“Amendment”) to amend its Annual Report on Form 10-K for the year ended December 31, 2018, which was originally filed with the Securities and Exchange Commission (“SEC”) on March 28, 2019 and Amendment No. 1 to Form 10-K/A was filed on April 19, 2019 (the “Form 10-K”). The purpose of this Amendment is to refile Exhibit 10.18, which was originally filed with the Form 10-K, in connection with the transition to the new requirements set forth in Item 601(b) of Regulation S-K permitting registrants to omit immaterial and competitively harmful confidential information from material contracts filed pursuant to Item 601(b)(10) without the need to submit a confidential treatment request to the SEC.  The Company has also withdrawn its confidential treatment request for Exhibit 10.18.

 

This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Form 10-K or modify or update disclosures that may be affected by subsequent events. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Form 10-K.

 

This Amendment is an exhibit-only filing. Except for the changes to Exhibit 10.18, this Amendment does not otherwise update any exhibits as originally filed or previously amended.

 

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits 31.1 and 31.2 to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.

 

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PART IV

 

**Item 15. Exhibits, Financial Statement Schedules**

 

(a)         The following documents are filed as part of this report:

 

(3)                      Exhibits.

 
| **Exhibit No. ** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                          |
|----------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                        |       | Certificate   of Incorporation of the Registrant, as amended (filed with the Registrant’s   Amendment No. 2 to its Registration Statement on Form S-1 (file no.   333-226232), filed with the SEC on August 8, 2018 and incorporated   herein by reference)                                                                                                          |
| 3.2                        |       | Amended   and Restated Certificate of Incorporation of the Registrant (filed with the   Registrant’s Amendment No. 1 to its Registration Statement on   Form S-1 (file no. 333-226232), filed with the SEC on August 6,   2018 and incorporated herein by reference)                                                                                                 |
| 3.3                        |       | Amended   and Restated Certificate of Designation of Preferences, Rights and   Limitations of Series A Convertible Preferred Stock of the Registrant,   as amended (filed with the Registrant’s Amendment No. 2 to its Registration   Statement on Form S-1 (file no. 333-226232), filed with the SEC on   August 8, 2018 and incorporated herein by reference) |
| 3.4                        |       | Bylaws   of the Registrant (filed with the Registrant’s Registration Statement on   Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018   and incorporated herein by reference)                                                                                                                                                                           |
| 3.5                        |       | Certificate   of Correction to Amended and Restated Certificate of Incorporation (filed   with the Registrant’s Amendment No. 2 to its Registration Statement on   Form S-1 (file no. 333-226232), filed with the SEC on August 8,   2018 and incorporated herein by reference)                                                                                      |
| 10.1@                      |       | Aridis   Pharmaceuticals, Inc. 2014 Equity Incentive Plan (filed with the   Registrant’s Registration Statement on Form S-1 (file no. 333-226232),   filed with the SEC on July 18, 2018 and incorporated herein by   reference)                                                                                                                                     |
| 10.2#                      |       | Exclusive   and Non-Exclusive Patent License Agreement between the Registrant and the   Public Health Service, dated July 11, 2005 (filed with the Registrant’s   Registration Statement on Form S-1 (file no. 333-226232), filed with the   SEC on July 18, 2018 and incorporated herein by reference)                                                              |
| 10.3#                      |       | License   and Option Agreement by and between the Registrant and Brigham Young   University, dated July 29, 2005 (filed with the Registrant’s   Registration Statement on Form S-1 (file no. 333-226232), filed with the   SEC on July 18, 2018 and incorporated herein by reference)                                                                                |
| 10.4#                      |       | License   Agreement by and between the Registrant and The University of Iowa Research   Foundation, dated October 22, 2010 (filed with the Registrant’s   Registration Statement on Form S-1 (file no. 333-226232), filed with the   SEC on July 18, 2018 and incorporated herein by reference)                                                                      |
| 10.5#                      |       | First   Amendment to License Agreement, by and between the Registrant and The   University of Iowa Research Foundation, dated January 10, 2017 (filed with   the Registrant’s Registration Statement on Form S-1 (file no.   333-226232), filed with the SEC on July 18, 2018 and incorporated herein   by reference)                                                |
| 10.6#                      |       | Exclusive   Patent License Agreement by and between the Registrant and The Brigham and   Women’s Hospital, Inc., dated November 16, 2010 (filed with the   Registrant’s Registration Statement on Form S-1 (file no. 333-226232),   filed with the SEC on July 18, 2018 and incorporated herein by   reference)                                            |
| 10.7#                      |       | First   Amendment to Exclusive Patent License Agreement, by and between the   Registrant and The Brigham and Women’s Hospital, Inc., dated   February 18, 2016 (filed with the Registrant’s Registration Statement on   Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018   and incorporated herein by reference)                        |
| 10.8#                      |       | Asset   Purchase Agreement between the Registrant and Kenta Biotech Ltd., dated   May 10, 2013 (filed with the Registrant’s Registration Statement on   Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018   and incorporated herein by reference)                                                                                             |
| 10.9#                      |       | Formulation   Development Agreement between the Registrant and PATH Vaccine Solutions,   dated June 1, 2007. (filed with the Registrant’s Registration Statement   on Form S-1 (file no. 333-226232), filed with the SEC on July 18,   2018 and incorporated herein by reference)                                                                                    |
| 10.10#                     |       | Agreement   between the Registrant and the Cystic Fibrosis Foundation   Therapeutics, Inc., dated December 30, 2016. (filed with the   Registrant’s Registration Statement on Form S-1 (file no. 333-226232),   filed with the SEC on July 18, 2018 and incorporated herein by   reference)                                                                     |

 

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| 10.11#   |   | Co-exclusive   License Agreement between The University of Chicago and the Registrant, dated   June 13, 2017. (filed with the Registrant’s Registration Statement on   Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018   and incorporated herein by reference)                                                                                            |
|----------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.12#   |   | License   Agreement by and between the Registrant and Emergent Product Development   Gaithersburg, Inc., dated January 6, 2010. (filed with the   Registrant’s Registration Statement on Form S-1 (file no. 333-226232),   filed with the SEC on July 18, 2018 and incorporated herein by   reference)                                                                   |
| 10.13    |   | Joint   Venture Contract in respect of Shenzen Arimab BioPharmaceutical   Co., Ltd., by and between Shenzen Hepalink Pharmaceutical Group Co.   and the Registrant, dated February 11, 2018. (filed with the   Registrant’s Registration Statement on Form S-1 (file no. 333-226232),   filed with the SEC on July 18, 2018 and incorporated herein by   reference) |
| 10.14    |   | Technology   License and Collaboration Agreement, by and between Shenzen Arimab   BioPharmaceutical Co., Ltd. and the Registrant, dated July 2,   2018. (filed with the Registrant’s Registration Statement on Form S-1 (file   no. 333-226232), filed with the SEC on July 18, 2018 and incorporated   herein by reference)                                        |
| 10.15    |   | License   and Option Agreement, by and between Brigham Young University and the   Registrant, dated July 29, 2005 (filed with the Registrant’s   Registration Statement on Form S-1 (file no. 333-226232), filed with the   SEC on July 18, 2018 and incorporated herein by reference)                                                                                        |
| 10.16    |   | Amendment   to the Joint Venture Contract in respect of Shenzen Arimab BioPharmaceutical   Co., Ltd., by and between Shenzen Hepalink Pharmaceutical Group Co. and   the Company, effective August 6, 2018 (filed with the Registrant’s   Quarterly Report on Form 10-Q for the quarter ended June 30, 2018   and incorporated herein by reference)                      |
| 10.17    |   | Amended   and Restated Technology License and Collaboration Agreement, by and between   Shenzen Arimab BioPharmaceutical Co., Ltd. and the Company, effective   August 6, 2018 (filed with the Registrant’s Quarterly Report on   Form 10-Q for the quarter ended June 30, 2018 and incorporated   herein by reference)                                                  |
| 10.18**+ |   | Amendment No. 1 to the Agreement between the   Registrant and the Cystic Fibrosis Foundation Therapeutics, Inc.,   effective November 26, 2018                                                                                                                                                                                                                                     |
| 21.1     |   | Subsidiaries   of the Registrant (filed with the Registrant’s Annual Report on   Form 10-K for the year ended December 31, 2018 and incorporated   herein by reference)                                                                                                                                                                                                            |
| 24.1     |   | Power   of Attorney (filed with the initial filing of the Annual Report on   Form 10-K for the year ended December 31, 2018).                                                                                                                                                                                                                                                           |
| 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                                                                                                                                                                  |
| 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   (filed with the initial filing of the Annual Report on Form 10-K for the   year ended December 31, 2018).                                                                                                                                                                                                                                                      |
| 101.SCH  |   | XBRL Taxonomy Extension   Schema Document (filed with the initial filing of the Annual Report on   Form 10-K for the year ended December 31, 2018).                                                                                                                                                                                                                                     |
| 101.CAL  |   | XBRL Taxonomy Extension   Calculation Linkbase Document (filed with the initial filing of the Annual   Report on Form 10-K for the year ended December 31, 2018).                                                                                                                                                                                                                       |
| 101.DEF  |   | XBRL Taxonomy Extension   Definition Linkbase Document (filed with the initial filing of the Annual   Report on Form 10-K for the year ended December 31, 2018).                                                                                                                                                                                                                        |
| 101.LAB  |   | XBRL Taxonomy Extension   Label Linkbase Document (filed with the initial filing of the Annual Report   on Form 10-K for the year ended December 31, 2018).                                                                                                                                                                                                                             |
| 101.PRE  |   | XBRL Taxonomy Extension   Presentation Linkbase Document (filed with the initial filing of the Annual   Report on Form 10-K for the year ended December 31, 2018).                                                                                                                                                                                                                      |

 

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| *  | Filed previously                                                                                                                                                                                                                                                                                                               |
|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** | Filed herewith                                                                                                                                                                                                                                                                                                                 |
| @  | Indicates a management   contract or any compensatory plan, contract or arrangement                                                                                                                                                                                                                                            |
| #  | Confidential treatment   has been granted for portions omitted from this exhibit (indicated by   asterisks) and those portions have been separately filed with the Securities   and Exchange Commission.                                                                                                                       |
| +  | Pursuant to Item   601(b)(10) of Regulation S-K, certain confidential portions of this   exhibit were omitted by means of marking such portions with an   asterisk because the identified confidential portions (i) are not   material and (ii) would be competitively harmful if publicly disclosed. |

 

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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.

 
|                        | Aridis   Pharmaceuticals, Inc.                                |
|-----------------------------|--------------------------------------------------------------------|
|                        |                                                               |
| Dated: June 12,   2019 | By:                                                                | /s/ Vu Truong |
|                        | Vu Truong                                                          |
| * *                    | *Chief Executive Officer, Chief   Scientific Officer and Director* |
| * *                    | *(Principal Executive Officer)*                                    |
|                        |                                                               |
|                        | By:                                                                | /s/ Fred Kurland |
|                        | Fred Kurland                                                       |
| * *                    | *Chief Financial Officer*                                          |
| * *                    | *(Principal Accounting Officer)*                                   |

 

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 
| **Signature**            |                          | **Title**                                                        |               | **Date** |
|--------------------------|-------------------------------|------------------------------------------------------------------|--------------------|----------|
| ** **               | ** **                    | ** **                                                       | ** **         |
| *                        | ** **                    | Executive Chairman and   Director                                | June 12, 2019 |
| Eric Patzer              | ** **                    | ** **                                                       | ** **         |
| ** **               | ** **                    | ** **                                                       | ** **         |
| /s/ Vu Truong            | ** **                    | Chief Executive   Officer, Chief Scientific Officer and Director | June 12, 2019 |
| Vu Truong                | ** **                    | (Principal Executive   Officer)                                  | ** **         |
| ** **               | ** **                    |                                                             | ** **         |
| /s/ Fred Kurland         | ** **                    | Chief Financial Officer   (Principal Financial Officer and       | June 12, 2019 |
| Fred Kurland             | ** **                    | Principal Accounting   Officer)                                  | ** **         |
| ** **               | ** **                    | ** **                                                       | ** **         |
| *                        | ** **                    | Director                                                         | June 12, 2019 |
| Robert K.   Coughlin     | ** **                    | ** **                                                       | ** **         |
| ** **               | ** **                    | ** **                                                       | ** **         |
| *                        | ** **                    | Director                                                         | June 12, 2019 |
| Craig Gibbs              | ** **                    | ** **                                                       | ** **         |
| ** **               | ** **                    | ** **                                                       | ** **         |
| *                        | ** **                    | Director                                                         | June 12, 2019 |
| John Hamilton            | ** **                    | ** **                                                       | ** **         |
| ** **               | ** **                    | ** **                                                       | ** **         |
| *                        | ** **                    | Director                                                         | June 12, 2019 |
| Shawn Lu                 | ** **                    | ** **                                                       | ** **         |
| ** **               | ** **                    | ** **                                                       | ** **         |
| *                        | ** **                    | Director                                                         | June 12, 2019 |
| Isaac Blech              | ** **                    | ** **                                                       | ** **         |
| ** **               | ** **                    | ** **                                                       | ** **         |
| *                        | ** **                    | Director                                                         | June 12, 2019      |
| Robert R.   Ruffolo | ** **                    | ** **                                                       | ** **         |
| ** **               | ** **                    | ** **                                                       |
| * By:                    | /s/ Vu Truong                 | ** **                                                       | ** **         |
| ** **               | Vu Truong,   Attorney-in-Fact | ** **                                                       | ** **         |
|                          |                               |                                                                  |                    |          |  |

 

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