Amended Quarterly Report (10-q/a)
02 November 2017 - 10:14PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC
20549
FORM
10-Q
Amendment No. 1
☒
QUARTERLY
REPORT
PURSUANT
TO
SECTION
13
OR
15(d)
OF
THE
SECURITIES
EXCHANGE
ACT
OF
1934
For
the
quarterly
period
ended
June
30,
2017
Or
|
|
□
|
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
0-26083
PRISM
TECHNOLOGIES
GROUP,
INC.
(Exact
name of Registrant as specified in its charter)
|
Delaware
|
94-3220749
|
|
(State
or other jurisdiction of
|
(IRS Employer
|
|
incorporation
or organization)
|
Identification Number)
|
101
Parkshore Drive, Suite 100 Folsom, CA 95630
(Address
of principal executive offices)
(916)
932-2860
(Registrant
’s telephone number, including area code)
Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 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 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 (§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
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large
accelerated filer ☐
|
|
Accelerated filer ☐
|
|
|
|
|
|
Non-accelerated
filer ☐
|
|
Smaller reporting company ☒
|
|
(Do
not check if a 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. ☐
The
aggregate market value of registrant’s voting and non-voting common equity held by non-affiliates of registrant, based upon the closing sale price of the common stock as of the last business day of registrant’s most recently completed second fiscal quarter (June 30, 2017), as reported on the Nasdaq Capital Market, was approximately $2,503,000. Registrant is a smaller reporting company as defined in Regulation S-K. Shares of common stock held by each officer, director and holder of 5% 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 other purposes.
Indicate
by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).
Yes
☐
No ☒
The
number of outstanding shares of the Registrant’s Common Stock, par value $0.001 per share, on June 30, 2017 were 10,073,688 shares.
Explanatory Note
Prism Technologies Group, Inc
. (“PTG”") is filing this Amendment No. 1 on Form 10-Q/A (this "Amendment") to amend its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, as originally filed with the Securities and Exchange Commission (“SEC”) on August 21, 2017 (the "Original 10-Q"). This Amendment amends Part II, Item 6 of the Original 10-Q to include currently dated certifications from the Company's Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The required certifications were inadvertently omitted from the Original 10-Q.
Except for the amendment described above, this Amendment does not amend or otherwise update any other information in the Original10-Q. This Amendment is not intended to, nor does it, reflect events occurring after the filing of the Original 10-Q, and does not modify or update the disclosures therein in any way other than as required to reflect the changes described above. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time the Original 10-Q was filed. Therefore, this Amendment should be read in conjunction with any documents incorporated by reference herein and the Company's other filings made with the SEC subsequent to the filing of the Original 10-Q.
* XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
SIGNATURE
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Dated:
November 1, 2017
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PRISM TECHNOLOGIES GROUP, INC.
|
|
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(Registrant)
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|
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/s/ STEVEN J. YASUDA
|
|
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Steven J. Yasuda
|
|
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Chief Financial Officer and Chief Accounting Officer
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