**UNITEDSTATES**

**SECURITIESAND 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 March 31, 2008**                                                  |
| ** ** | ** ** | ** **                                                                                              |
| **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—****001-32966**

 

**OSIRISTHERAPEUTICS, INC.**

(Exactname of registrant as specified in its charter)

 

| **Delaware**                                                    | ** ** | **71-0881115**                        |
|-----------------------------------------------------------------|------------|---------------------------------------|
| (State  or other jurisdiction of incorporation or organization) |       | (I.R.S.  Employer Identification No.) |

 

**7015 Albert Einstein Drive, Columbia, Maryland 21046**

(Addressof principal executive offices) (Zip Code)

 

**443-545-1800**

(Registrant’stelephone number, including area code)

 

**None**

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

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes  x   No  o

 

Indicate bycheck mark whether the registrant is a large accelerated filer, an acceleratedfiler, a non-accelerated filer, or a smaller reporting company. See definitionsof “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 x         |
|-----------------------------------------------|--------|-----------------------------|
|                                          |   |                        |
| Non-accelerated filer o                       |   | Smaller reporting company o |
| (Do not check if a smaller reporting company) |   |                        |

 

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

 

Indicate the number ofshares outstanding of each of the issuer’s classes of common stock, as of thelatest practicable date.

 

| **Class**                                 | ** ** | **Outstanding at May 9, 2008** |
|-------------------------------------------|------------|----------------------------------------------------|
| Common  Stock, par value $0.001 per share |       | 31,765,941                                         |

 

 

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**AMENDMENT NO. 1 TO FORM 10-Q**

 

This Amendment No. 1 onForm 10-Q/A (the “Amendment”) amends our Quarterly Report on Form 10-Qfor the quarter ended March 31, 2008 as originally filed with theSecurities and Exchange Commission on May 12, 2008 (the “Original Filing”).  This Amendment relates solely to Part II,Item 6 of the Original Filing, and solely amends paragraph 4 of Exhibits 31.1and 31.2, certification of principal executive officer and principal financialofficer, respectively.  The text of Part II,Item 6 of the Original Filing, solely as it relates to Exhibits 31.1 and 31.2,respectively, is included herewith, and Exhibits 31.1 and 31.2, as so amendedare filed herewith in their entirety, in each case for ease of reference.

 

Except for the revisionsdescribed above, this Amendment does not amend, modify or update the OriginalFiling in any respect.  Without limitingthe foregoing, this Amendment does not amend or modify Part II, Item 6 ofthe Original Filing as it relates to any exhibit included therewith, other thanExhibits 31.1 and 31.2.  This Amendmentdoes not reflect events that have occurred subsequent to the filing of theOriginal Filing and, accordingly, this Amendment should be read in conjunctionwith our filings made with the Securities and Exchange Commission subsequent tothe date of the Original Filing.

 

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** **

**PART II — OTHER INFORMATION**

 

| * |   | * |   | * |   | * |   | * |   | * |   | * |   | * |
|---|--------|---|--------|---|--------|---|--------|---|--------|---|--------|---|--------|---|

 
| **Item 6.** |   | **Exhibits**. |
|-------------|--------|---------------|

 

 
| **Exhibit   Number** | ** ** | **Description of Exhibit**                                                                                                                                                                               |
|---------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.1                      |       | Certification of Principal Executive Officer pursuant to  Rule 13a-14(a) and 15D-14(a) under the Securities Exchange Act  of 1934, as amended (Section 302 of the Sarbanes-Oxley Act of 2002). |
|                      |       |                                                                                                                                                                                                               |
| 31.2                      |       | Certification of Principal Financial Officer pursuant to  Rule 13a-14(a) and 15D-14(a) under the Securities Exchange Act  of 1934, as amended (Section 302 of the Sarbanes-Oxley Act of 2002). |

 

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**SIGNATURE**

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned thereunto duly authorized.

 
|                    | **Osiris Therapeutics, Inc.** |
|-------------------------|------------------------------------|
|                    |                               |
| Date: May 22, 2008 | /s/ PHILIP R. JACOBY, JR.          |
|                    | Philip R. Jacoby, Jr.         |
|                    | Interim Chief Financial Officer    |

 

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