g42016110ka1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)
(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, 2015
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: 001-34637

ANTHERA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
             Delaware
     20-1852016
 (State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
   
25801 Industrial Boulevard, Suite B
           Hayward, California
(Address of Principal Executive Offices)
         94545     (Zip Code)
 
(510) 856-5600
(Registrant’s telephone number, including area code)

 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share
 
The NASDAQ Global Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by a 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 a check mark if the registrant is not required to file reports pursuant to Section 13 or 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 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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this FORM 10-K or any amendment to this FORM 10-K. 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 the 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 x
Non-accelerated filer  o
(Do not check if a smaller reporting company)
Smaller reporting company 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 aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, 2015 was approximately $276.0 million based upon the closing sales price of the registrant’s common stock as reported on the NASDAQ Global Market. Shares of common stock held by each executive officer and director and by each person who owns 10 percent or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

As of February 29, 2016, the number of outstanding shares of the registrant’s common stock, par value $0.001 per share, was 40,004,037

DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the registrant’s Proxy Statement for the registrant’s 2015 Annual Meeting of Stockholders will be filed with the Securities and Exchange Commission within 120 days after the registrant’s fiscal year ended December 31, 2015 and are incorporated by reference in Part III of this report. 
 


 
 

 
 
  EXPLANATORY NOTE

Anthera Pharmaceuticals, Inc. is filing this Amendment No. 1 (“Form 10-K/A”) to its Annual Report on Form 10-K (“Form 10-K”) for the fiscal year ended December 31, 2015, filed with the Securities and Exchange Commission on March 14, 2016, solely to amend Exhibit 23.1 to correct the previously filed Consent of Independent Registered Public Accounting Firm, which inadvertently omitted the typeset signature of BDO USA, LLP and the date of BDO USA, LLP’s reports included in our Form 10-K. There are no other changes to the Form 10-K or the consent.

This Form 10-K/A speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-K.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
 
 
 
 
PART IV
 
 
STATEMENT SCHEDULES
 
(a)(3)
The following documents are filed as part of this report:
 
Exhibit
Number
 
Description
23.1
 
Consent of BDO USA LLP, independent registered public accounting firm
     
31.1
 
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
     
31.2
 
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
     
32.1
 
Certification of Principal Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 

 
 

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.
 
 
ANTHERA PHARMACEUTICALS, INC.
 
       
       
 
By:
/s/ Paul F. Truex
 
   
Paul F. Truex
 
   
Chief Executive Officer
 
   
(Principal Executive Officer)
 

Dated: April 20, 2016
 
 
 

ex23_1.htm
Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

 
Anthera Pharmaceuticals, Inc.
Hayward, California
 
We hereby consent to the incorporation by reference in the Registration Statements on Form S­-3 (No. 333-175095, No. 333-179043, No. 333-187771, No. 333-187780 and No. 333-188679) and Form S-8 (No. 333-165714, No. 333-168970, 333-172100, No. 333-180144 and No. 333-186679) of Anthera Pharmaceuticals, Inc. of our reports dated March 14, 2016, relating to the consolidated financial statements and the effectiveness of Anthera Pharmaceuticals, Inc.’s internal controls over financial reporting, which appear in this Form 10-K.
 

 
/s/ BDO USA, LLP
San Jose, California
March 14, 2016
 
 
 

ex31_1.htm
Exhibit 31.1
CERTIFICATION
 
I, Paul F. Truex, certify that:
 
 
1.
I have reviewed this Amendment No. 1 to the annual report on FORM 10-K of Anthera Pharmaceuticals, Inc.; and

 
2.
based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
 
 
April 20, 2016
By:
/s/ Paul F. Truex
   
Paul F. Truex
Chief Executive Officer
 (Principal Executive Officer)
 
 
 

ex31_2.htm
Exhibit 31.2
 
CERTIFICATION
 
I, May Liu, certify that:
 
 
1.
I have reviewed this Amendment No. 1 to the annual report on FORM 10-K of Anthera Pharmaceuticals, Inc.; and
 
 
2.
based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
 
 
 
April 20, 2016
By:
/s/ May Liu
   
May Liu
Senior Vice President, Finance & Administration
 (Principal Financial Officer)