UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-K/A

(Amendment No. 2)

 

 

 

þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended August 31, 2014

 

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: 000-54598

 

 

 

Stellar Biotechnologies, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

British Columbia, Canada N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

   

332 E. Scott Street

Port Hueneme, California

93041
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (805) 488-2800

 

 

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act:

Common Shares, without par value

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes  ¨    No  x

 

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  ¨    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  ¨

 

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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. x

 

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.

 

Large Accelerated Filer  ¨ Accelerated Filer  x
Non-Accelerated Filer   ¨ Smaller Reporting Company  ¨

 

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

 

The aggregate market value of the voting and non-voting common shares held by non-affiliates of the registrant, computed by reference to the closing price of the registrant’s common shares on the OTCQB marketplace as of February 28, 2014, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $85,585,181, based on 57,827,825 shares at $1.48 per share.

 

As of September 1 2015, the registrant had 79,847,550 common shares issued and outstanding.

 

The registrant has determined that it no longer qualified as a “foreign private issuer” under Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of September 1, 2014, the beginning of the registrant’s fiscal year, the registrant is now complying with Exchange Act reporting requirements applicable to a U.S. domestic issuer.

 

 

   

 

 

Explanatory Note

 

This Amendment No. 2 to the Annual Report on Form 10-K (the “Amendment No. 2”) of Stellar Biotechnologies, Inc. (the “Company”) amends the Company’s Annual Report on Form 10-K for the year ended August 31, 2014 which was filed with the Securities and Exchange Commission on November 14, 2014 (the “Original Filing”) and amended by Amendment No.1 to the Original Filing on November 21, 2014 (the “Amendment No.1”). The Company is filing this Amendment No. 2 solely to provide Exhibit 4.1, Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, Exhibit 4.6, Exhibit 4.7, Exhibit 4.8, Exhibit 4.9, Exhibit 4.10, Exhibit 4.11, Exhibit 4.12 and Exhibit 10.18 that were not included in the Original Filing and an updated Exhibit 31.1 and Exhibit 31.2.

 

This Amendment No. 2 is an exhibit-only filing. Except as described above, this Amendment No.2 does not amend, modify or update any other information or disclosures set forth in the Original Filing. Accordingly, this Amendment No. 2 does not reflect any events that occurred subsequent to the filing of the Original Filing and therefore continues to speak only as of the date of the Original Filing.

 

   

 

 

PART IV

 

Item 15.EXHIBITS, FINANCIAL STATEMENTS SCHEDULES.

 

(b)

 

The exhibits listed on the accompanying Exhibit Index are filed as part of this Amendment No. 2

 

   

 

 

EXHIBIT INDEX

 

 

Exhibit No.   Description
     
3.1   Certificate of Incorporation of the Company, dated June 12, 2007 (included as Exhibit 1(a) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein as referefernce).
     
3.2   Certificate of Amendment, dated April 15, 2008 (included as Exhibit 1(b) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein as reference).
     
3.3   Certificate of Continuation of the Company, dated November 25, 2009 (included as Exhibit 1(c) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein by reference).
     
3.4   Certificate of Name Change of the Company, dated April 7, 2010 (included as Exhibit 1(f) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein by reference).
     
3.5   Notice of Articles of the Company, dated April 7, 2010 (included as Exhibit 1(g) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, and incorporated by reference).
     
3.6   Articles of the Company, effective November 20, 2009 (included as Exhibit 1(h) to the Company’s Registration Statement on February 3, 2012, incorporated herein by reference.).
     
4.1  

Form of Warrant dated October 25, 2012 (filed herewith).

     
4.2  

Form of Agent Option dated October 25, 2012 (filed herewith).

     
4.3  

Form of Subscription Agreement dated October 25, 2012 (filed herewith).

     
4.4  

Form of Warrant dated January 2, 2013 (filed herewith).

     
4.5  

Form of Agent Option dated January 2, 2013 (filed herewith).

     
4.6  

Form of Subscription Agreement dated January 2, 2013 (filed herewith). 

     
4.7  

Form of Warrant dated September 9, 2013 (filed herewith).

     
4.8  

Form of Broker Warrant dated September 9, 2013 (filed herewith).

     
4.9  

Form of Warrant dated September 20, 2013 (filed herewith). 

   
4.10  

Form of Broker Warrant dated September 20, 2013 (filed herewith).

     
4.11  

Form of Non-brokered Subscription Agreement dated September 9, 2013 and September 20, 2013 (filed herewith).

     
4.12  

Form of Brokered Subscription Agreement dated September 9, 2013 and September 20, 2013 (filed herewith).

     
10.1   Patent Assignment Agreement between the Company and Frank Oakes, dated August 14, 2002 (included as Exhibit 4(a) to the Company’s Registration Statement on From 20-F filed on February 3, 2012, and incorporated herein by reference).
     
10.2   Sublease Agreement between the Company and the Port Hueneme Surplus Property Authority, dated October 2, 2000 (included as Exhibit 4(j) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein by reference).
     
10.3   Sublease Agreement between the Company and the Port Hueneme Surplus Property Authority, dated March 21,, 2005 (included as Exhibit 4(k) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, incorporated herein by reference).
     
10.4   Lease Agreement between the Company and Beachport Center, dated March 29, 2011 (included as Exhibit 4(l) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein by reference).
     
10.5   Supply Agreement between the Company and Neovacs S.A. for KLH raw material, effective January 1, 2008 (included as Exhibit 4(14) to the Company’s Amendment No. 2 to its Registration Statement on Form 20-F filed on July 5, 2012, and incorporated herein by reference).
     
10.6   Supply Agreement between the Company and Neovacs S.A. for KLH raw material, effective January 1, 2008 (included as Exhibit 4(15) to the Company’s Amendment No.2 to its Registration Statement on Form 20-F filed on July 5, 2012, and incorporated herein by reference).
     
10.7   Research Collaboration Agreement between the Company and Bayer Innovation GmbH, dated August 27, 2009 (included as Exhibit 4(16) to the Company’s Amendment No.2 to its Registration Statement on Form 20-F filed on July 5, 2012, and incorporated herein by reference).

 

 

 

 

10.8   Agreement between the Company and Life Diagnostics, effective October 18, 2011 (included as Exhibit 4(18) to the Company’s Amendment No. 2 to its Registration Statement on Form 20-F filed on July 5, 2012, and incorporated herein by reference).
     
10.9#   License Agreement between the Company and University of Guelph, dated July 24, 2013 (included as Exhibit 99.1to the Company’s Report on Form 6-K filed on August 30, 2013, and incorporated herein by reference).
     
10.10   Share Option Plan, as Amended, dated December 13, 2011 (included as Exhibit 10(b) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein as reference).
     
10.11   Fixed Share Option Plan dated December 18, 2013 (included as Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein by reference).
     
10.12   Shareholder’s Rights Plan, as Amended, dated January 9, 2014 (included as Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein by reference).
     
10.13@   Performance Share Plan dated April 9, 2010 (included as Exhibit 10(d) to the Company’s Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein by reference).
     
10.14   Advance Notice Policy, adopted October 31, 2013 (included as Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein by reference).
     
10.15   Amendment One to the Lease Agreement between the Company and Beachport Center, dated June 24, 2014 (included as Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein by reference).
     
10.16   Sublease Amendment No. 2 to Sublease Agreement between the Company and the Port Hueneme Surplus Property Authority, dated October 2, 2000 (included as Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein by reference).
     
10.17   Sublease Amendment No. 1 to Sublease between the Company and the Port Hueneme Surplus Property Authority, dated March 21, 2005 (included as Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein by reference).
     
10.18  

Collaboration Agreement by and between Stellar Biotechnologies, Inc. and Amaran Biotechnology, Inc. dated December 7, 2013 (filed herewith).

     
14.1   Code of Ethics and Business Conduct (included as Exhibit 99.4 to the Company’s Report on Form 6-K filed on August 14, 2014, and incorporated herein by reference).
     
21   Subsidiaries of Stellar Biotechnologies, Inc. (included as Exhibit 21 to the Company’s Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein by reference).
     
31.1  

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

     
31.2  

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

     
32.1  

Certificate of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (included as Exhibit 32.1 of the Company’s Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein by reference).

     
32.2   Certificate of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (included as Exhibit 32.2 of the Company’s Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein  by reference).
     
101.INS   XBRL Instance Document.*
     
101.SCH   XBRL Taxonomy Extension Schema Document.*
     
101.CAL   XBRL Taxonomy Calculation Linkbase Document.*
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document.*
     
101.LAB   XBRL Taxonomy Label Linkbase Document.*
     
101.PRE   XBRL Taxonomy Presentation Linkbase Document.*

 

*Previously Filed

 

@Management contract or compensatory plan or arrangement

 

#Confidential treatment has been granted for certain portions of this exhibit. Original copies have been filed separately with the Securities and Exchange Commission pursuant to Rule 24B-2 of the Securities Exchange Act of 1934, as amended.

 

 

   

 

 

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.

 

Date: September 9, 2015    STELLAR BIOTECHNOLOGIES, INC.
     
    By: /s/ Kathi Niffenegger
   

Name: Kathi Niffenegger

Title: Chief Financial Officer