SEC Form 10-K/A filed by Lumos Pharma Inc. (Amendment)
$LUMO
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
For the fiscal year ended December 31 , 2023
OR
For the transition period from to .
Commission File Number 001-35342
(Exact name of Registrant as specified in its Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: ( | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 ☒
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 ☒
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 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 and post such files). Yes ☒ 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.
Large accelerated filer o | Accelerated filer o | |||||||
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. o | ||||||||
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, based on the closing sale price of the registrant’s common stock June 30, 2023, as reported by the Nasdaq Global Market, was $21.5 million.
As of March 1, 2024, there were 8,107,121 shares of the registrant’s Common Stock, par value $0.01 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for its 2024 Annual Meeting of Shareholders, to be held on May 31, 2024, which will be filed within 120 days of December 31, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K.
Explanatory Note
Lumos Pharma, Inc. is filing this Amendment No. 1 to Annual Report on Form 10-K/A (this "Amended Form 10-K") to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as originally filed with the U.S. Securities and Exchange Commission (the "SEC") on March 7, 2024 (the "Original Form 10-K"), to include Exhibit 97.1, which was omitted from the Original Form 10-K.
This Amended Form 10-K also updates, amends and supplements Item 15 of the Original Form 10-K to include the filing of new Exhibits 31.3 and 31.4, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
No other changes have been made to the Original Form 10-K. This Amended Form 10-K does not amend or otherwise update any other information in the Original Form 10-K. Accordingly, this Amended Form 10-K should be read in conjunction with the Original Form 10-K and with our subsequent filings with the SEC. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Form 10-K.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this report:
(1) Financial Statements: The consolidated financial statements and related notes, together with the report of KPMG LLP, Independent Registered Public Accounting Firm, appear in Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report.
(2) Financial Statement Schedules: All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instruction or are inapplicable and, therefore, have been omitted.
(3) Exhibits: The exhibits listed below on the Index to Exhibits are filed or incorporated by reference as part of this Annual Report.
| INDEX TO EXHIBITS | ||||||||||||||||||||
Incorporated By Reference | ||||||||||||||||||||
Exhibit Number | Description | Form | Filing Date | Number | Filed Herewith | |||||||||||||||
| 2.1 | † | 8-K | 9/20/2019 | 2.1 | ||||||||||||||||
| 2.2 | 8-K | 11/20/2019 | 2.1 | |||||||||||||||||
| 3.1 | 10-K | 3/9/2021 | 3.1 | |||||||||||||||||
| 3.2 | 8-K | 9/30/2019 | 3.2 | |||||||||||||||||
| 4.1 | 8-K | 3/18/2020 | 4.1 | |||||||||||||||||
| 4.2 | 10-K | 3/9/2021 | 4.2 | |||||||||||||||||
| 10.1 | † | 8-K | 12/30/2020 | 10.1 | ||||||||||||||||
| 10.2 | † | 10-Q | 8/14/2020 | 10.1 | ||||||||||||||||
| 10.3 | † | 8-K/A | 5/29/2020 | 10.1 | ||||||||||||||||
| 10.4 | † | 10-Q | 8/14/2020 | 10.2 | ||||||||||||||||
| 10.5 | † | 8-K/A | 5/29/2020 | 10.2 | ||||||||||||||||
| 10.6 | * | S-1 | 12/21/2010 | 10.6 | ||||||||||||||||
| 10.7 | * | S-1 | 12/21/2010 | 10.7 | ||||||||||||||||
| 10.8 | * | S-1 | 12/21/2010 | 10.8 | ||||||||||||||||
| 10.9 | * | 10-Q | 8/5/2014 | 10.6 | ||||||||||||||||
| 10.10 | * | 10-Q | 8/5/2014 | 10.7 | ||||||||||||||||
| 10.11 | * | 10-Q | 8/5/2014 | 10.8 | ||||||||||||||||
| 10.12 | * | 8-K | 5/14/2013 | 10.2 | ||||||||||||||||
| 10.13 | * | 10-Q | 11/8/2016 | 10.1 | ||||||||||||||||
| 10.14 | * | 10-Q | 8/5/2014 | 10.4 | ||||||||||||||||
| 10.15 | * | 10-Q | 8/5/2014 | 10.5 | ||||||||||||||||
| 10.16 | * | 8-K | 3/18/2020 | 10.1 | ||||||||||||||||
| 10.17 | * | 8-K | 3/18/2020 | 10.2 | ||||||||||||||||
| 10.18 | * | 8-K | 3/18/2020 | 10.3 | ||||||||||||||||
| 10.19 | * | 8-K | 3/18/2020 | 10.4 | ||||||||||||||||
| 10.20 | * | 10-K | 3/9/2021 | 10.20 | ||||||||||||||||
| 10.21 | * | 8-K | 4/2/2020 | 10.1 | ||||||||||||||||
| 10.22 | * | 8-K | 4/2/2020 | 10.2 | ||||||||||||||||
| 10.25 | * | 8-K | 9/30/2019 | 10.5 | ||||||||||||||||
| 10.26 | * | 8-K | 9/30/2019 | 10.6 | ||||||||||||||||
| 10.27 | * | 10-Q | 11/5/2021 | 10.1 | ||||||||||||||||
| 10.28 | * | 10-Q | 8/6/2021 | 10.1 | ||||||||||||||||
| 10.29 | * | 10-Q | 8/6/2021 | 10.2 | ||||||||||||||||
| 21.1 | ^ | |||||||||||||||||||
| 23.1 | ^ | |||||||||||||||||||
| 24.1 | ^ | |||||||||||||||||||
| 31.1 | ^ | |||||||||||||||||||
| 31.2 | ^ | |||||||||||||||||||
| 31.3 | X | |||||||||||||||||||
| 31.4 | X | |||||||||||||||||||
| 32.1 | #^ | |||||||||||||||||||
| 97.1 | X | |||||||||||||||||||
101.INS | ^ | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 | ||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | ||||||||||||||||||
____________________
# | The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Lumos Pharma, 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-K, irrespective of any general incorporation language contained in such filing. | ||||
‡ | Filed herewith electronically. | ||||
| ^ | Previously filed/furnished with the Original Form 10-K with the SEC on March 7, 2024, which is being amended hereby. | ||||
| * | Indicates management contract or compensatory plan. | ||||
| † | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request. | ||||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| LUMOS PHARMA, INC. | |||||
By: | /s/ Richard J. Hawkins | ||||
| Richard J. Hawkins | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Date: April 22, 2024 | |||||
By: | /s/ Lori D. Lawley | ||||
| Lori D. Lawley | |||||
| Chief Financial Officer and Secretary | |||||
| (Principal Financial and Accounting Officer) | |||||
Date: April 22, 2024 | |||||