Current Report Filing (8-k)
05 Octubre 2020 - 4:27PM
Edgar (US Regulatory)
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2020-10-05
2020-10-05
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): October 5, 2020
ADAMIS PHARMACEUTICALS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
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0-26372
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82-0429727
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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11682 El Camino Real, Suite 300
San Diego, CA
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92130
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (858) 997-2400
(Former name or Former Address, if Changed
Since Last Report.)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Exchange Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Common Stock
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ADMP
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NASDAQ
Capital Market
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 8.01 Other Events
As disclosed in its Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2020, commencing April 1, 2020, Adamis Pharmaceuticals Corporation (the “Company”)
transitioned reporting from one reportable segment to two reportable segments. The Company is filing this Current Report on Form
8-K to provide a reissued presentation of its consolidated financial statements filed with the Securities and Exchange Commission
(“SEC”) in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed on March 30, 2020 (the
“2019 Form 10-K”), to reflect changes in the Company's reporting segments which took effect during the second quarter
of 2020. The consolidated financial statements and related footnotes, including prior year financial information, filed as Exhibits
to this Report and incorporated by reference herein are presented to reflect the change in reportable segments.
Attached as Exhibit 99.1, which is incorporated
herein by reference, are the reissued consolidated financial statements and revised notes to the consolidated financial statements,
as well as the Report of Independent Registered Public Accounting Firm on the consolidated financial statements, which is unchanged
from the 2019 Form 10-K, other than the dual date to reflect the reissuance. Only the following notes have been revised and updated
from their previous presentation to reflect the Company's two reporting segments: new Note 20 - Segment Information.
Similarly, the Management's Discussion
and Analysis of Financial Condition and Results of Operations portion of the 2019 Form 10-K has been revised from its previous
presentation to reflect the Company's two reporting segments. The revised presentation is attached as Exhibit 99.2 and is incorporated
herein by reference.
The change in reportable segments had
no impact on the Company's historical consolidated financial position, results of operations or cash flows, as reflected in the
reissued consolidated financial statements contained in Exhibit 99.1 to this Form 8-K. The reissued consolidated financial statements
do not represent a restatement of previously issued consolidated financial statements.
Other than to reflect the change in
reportable segments as discussed above, this filing does not purport to update the Management’s Discussion and Analysis
of Financial Condition and Results of Operations item contained in the 2019 Form 10-K, or any other portion of the 2019 Form
10-K, for any information, uncertainties, transactions, risks, events or trends occurring, or known to management, other than
to reflect the change in reportable segments described above, and no attempt has been made in this Form 8-K, and it should
not be read, to modify or update disclosures as presented in the 2019 Form 10-K to reflect events or occurrences after the
date of the filing of the 2019 Form 10-K. The reissued financial statements included in the Exhibits hereto do not reclassify
or restate the Company’s previously reported consolidated financial statements for any period, and all other
information in the 2019 Form 10-K remains unchanged and has not been otherwise updated for events or developments that
occurred subsequent to the filing of the 2019 Form 10-K with the SEC. Therefore, this Form 8-K (including Exhibits 99.1 and
99.2 hereto) should be read in conjunction with the 2019 Form 10-K and the Company's filings made with the SEC subsequent to
the filing of the 2019 Form 10-K, including our Quarterly Reports on Form 10-Q for the first and second quarter of 2020.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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23.1
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Consent of Independent Registered Public Accounting Firm.
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99.1
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Financial Statements from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, revised solely to reflect the change in segment reporting.
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99.2
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Management's Discussion and Analysis of Financial Condition and Results of Operations from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, revised solely to reflect the change in segment reporting.
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104
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The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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ADAMIS PHARMACEUTICALS CORPORATION
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Dated: October 5, 2020
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By:
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/s/ Robert O. Hopkins
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Name:
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Robert O. Hopkins
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Title:
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Chief Financial Officer
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Adamis Pharmaceuticals (NASDAQ:ADMP)
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