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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
Form
10-Q/A
 
 
Amendment No. 1
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
OR
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For transition period from
 
 
 
 
to
 
 
 
 
Commission File Number:
001-39186
 
 
ARCUTIS BIOTHERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
  
81-2974255
(State or Other Jurisdiction of
Incorporation or Organization)
  
(I.R.S. Employer
Identification Number)
3027 Townsgate Road Suite 300
Westlake Village, California
  
91361
(Address of Principal Executive Offices)
  
(Zip Code)
(805)
418-5006
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading Symbol
  
Name of each exchange on which registered
Common Stock, par value $0.0001
  
ARQT
  
The Nasdaq Global Select Market
 
 
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 ☐
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 ☒ No ☐
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   ☐    Accelerated filer   ☐
Non-accelerated
filer		   ☒    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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act): Yes ☐ No ☒
The number of shares of the registrant’s Common Stock outstanding as of May 10, 2024 was 115,764,164.
 
 
 
 
EXPLANATORY NOTE
Arcutis Biotherapeutics, Inc. (the “Company”) is filing this Amendment No. 1 on Form
10-Q/A
(this “Amendment”) to its Quarterly Report on Form
10-Q
for the quarterly period ended March 31, 2024, which was originally filed with the Securities and Exchange Commission on May 14, 2024 (the “Original Filing”), to revise Part II “Item 5. Other Information” of the Original Filing to add a Rule
10b5-1
trading arrangement entered into by a member of the Company’s board of directors, adopted on March 5, 2024, which was inadvertently omitted from the disclosure included in the Original Filing.
In addition, as required by Rule
12b-15
of 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 to this Amendment, under Item 6 hereof, pursuant to Rule
13a-14(a)
or
15d-14(a)
of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment 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. The Company is also not including new certifications under 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as no financial statements are being filed with this Amendment.
This Amendment does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures affected by subsequent events. Except for the items described above or contained in this Amendment, this Amendment speaks as of the original filing date of the Original Filing, and does not modify, amend or update any other item or disclosures in the Original Filing.

PART II. OTHER INFORMATION

Item 5. OTHER INFORMATION

Trading Plans

During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as follows:

 

  •  

On March 5, 2024, Howard G. Welgus, M.D., member of our Board of Directors, entered into a Rule 10b5-1 trading plan, intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The plan provided for the potential sale of up to 93,386 shares of common stock held by Mr. Welgus and the potential exercise and sale of up to 26,614 options held by Mr. Welgus between June 4, 2024 and May 30, 2025.

 

ITEM 6. EXHIBITS

 

Exhibit
Number		   

Description of Document

    Incorporated
by Reference
Form		    Date    Number    Filed/
Furnished
Herewith
  3.1    Restated Certificate of Incorporation.    10-Q    5/12/20    3.1   
  3.2    Restated Bylaws.    10-Q    5/12/20    3.2   
  4.1    Form of Common Stock Certificate.    S-1/A    1/21/20    4.1   
  4.2^    Amended and Restated Investors’ Rights Agreement, dated October 8, 2019, by and among the Registrant and certain of its stockholders.    S-1/A    1/21/20    4.2   
 10.1    Amended and Restated Sales Agreement, dated January 31, 2024, by and between Registrant and Cowen and Company, LLC.    S-3    1/31/24    1.2   
 10.2    Amendment Employment Agreement, dated February 22, 2024, by and between the Registrant and Matthew R. Moore.    10-K    2/22/24    10.35   
 10.3†    License Agreement, dated as of February 27, 2024, by and between the Registrant and Sato Pharmaceutical Co., Ltd.    10-Q    5/14/24    10.3   
 10.4    First Amendment to the License Agreement, dated February 18, 2024, by and between the Registrant and Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd.    10-Q    5/14/24    10.4   
 31.1    Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.             X
 31.2    Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.             X
 32.1    Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.    10-Q    5/14/24    32.1   
101.INS    Inline 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.             X
101.SCH    Inline XBRL Taxonomy Extension Schema Document.             X
101.CAL    Inline XBRL Taxonomy Extension Calculation Linkbase Document.             X
101.DEF    Inline XBRL Taxonomy Extension Definition Linkbase Document.             X
101.LAB    Inline XBRL Taxonomy Extension Label Linkbase Document.             X
101.PRE    Inline XBRL Taxonomy Extension Presentation Linkbase Document.             X
104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).             X

 

 

^

Registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.

†

Registrant has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    ARCUTIS BIOTHERAPEUTICS, INC.
Date: July 24, 2024     By:   /s/ Todd Franklin Watanabe
     

Todd Franklin Watanabe

President, Chief Executive Officer and Director

(Principal Executive Officer)

Date: July 24, 2024     By:   /s/ David Topper
     

David Topper

Chief Financial Officer

(Principal Financial and Accounting Officer)

Exhibit 31.1

CERTIFICATION 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

I, Todd Franklin Watanabe, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q/A of Arcutis Biotherapeutics, 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 made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

 Date: July 24, 2024

  

 

   By:   /s/ Todd Franklin Watanabe
            Todd Franklin Watanabe
           

President, Chief Executive Officer and Director

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION 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

I, David Topper, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q/A of Arcutis Biotherapeutics, 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 made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

 Date: July 24, 2024

  

 

   By:   /s/ David Topper
            David Topper
           

Chief Financial Officer

(Principal Accounting and Financial Officer)

v3.24.2
Cover - shares
 3 Months Ended
Mar. 31, 2024
May 10, 2024
Document Information [Line Items]    
Document Type 10-Q/A  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2024  
Document Transition Report false  
Entity File Number 001-39186  
Entity Registrant Name ARCUTIS BIOTHERAPEUTICS, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 81-2974255  
Entity Address, Address Line One 3027 Townsgate Road  
Entity Address, Address Line Two Suite 300  
Entity Address, City or Town Westlake Village  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 91361  
City Area Code 805  
Local Phone Number 418-5006  
Title of 12(b) Security Common Stock, par value $0.0001  
Trading Symbol ARQT  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   115,764,164
Entity Central Index Key 0001787306  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Amendment Flag true  
Amendment Description EXPLANATORY NOTE Arcutis Biotherapeutics, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, which was originally filed with the Securities and Exchange Commission on May 14, 2024 (the “Original Filing”), to revise Part II “Item 5. Other Information” of the Original Filing to add a Rule 10b5-1 trading arrangement entered into by a member of the Company’s board of directors, adopted on March 5, 2024, which was inadvertently omitted from the disclosure included in the Original Filing. In addition, as required by Rule 12b-15 of 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 to this Amendment, under Item 6 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment 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. The Company is also not including new certifications under 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as no financial statements are being filed with this Amendment. This Amendment does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures affected by subsequent events. Except for the items described above or contained in this Amendment, this Amendment speaks as of the original filing date of the Original Filing, and does not modify, amend or update any other item or disclosures in the Original Filing.  
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