06/01/2021 | Press release | Distributed by Public on 06/01/2021 11:45
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 10-K/A
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2020
or
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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: 001-39169
Kiromic BioPharma, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
46-4762913 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
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7707 Fannin Street, Suite 140, Houston, TX |
77054 |
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(Address of Principal Executive Offices) |
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Zip Code |
(832) 968-4888 |
(Registrant's telephone number) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
Trading symbol |
Name of Exchange on which registered |
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Common Shares, par value $0.001 per share |
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KRBP |
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The Nasdaq Stock Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
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 ☒
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 232.405 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. ☐
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.
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Large Accelerated Filer ☐ |
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Accelerated Filer ☐ |
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Non-accelerated Filer ☒ |
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Smaller Reporting Company ☒ |
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Emerging Growth Company ☒ |
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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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒
As of March 31, 2021, there were 7,332,999 of the registrant's ordinary shares outstanding.
Table of Contents
EXPLANATORY NOTE
This Amendment No. 1 (the 'Amendment') to the Annual Report on Form 10-K/A of Kiromic BioPharma, Inc. (the 'Company') for the fiscal year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the 'SEC') on March 31, 2021 (the 'Original Filing'), is being filed solely to include a fully executed signature page to Form 10-K inadvertently omitted by the Company when originally filed. This Amendment contains only the cover page, this explanatory note, the signature page and the revised certifications.
Except for the foregoing, this Amendment does not alter or update any information contained in the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing, and the Company's filings made with the SEC subsequent to the filing of the Original Filing.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Report of Independent Registered Public Accounting Firm |
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Consolidated Balance Sheets |
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Consolidated Statements of Operations |
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Consolidated Statements of Changes in Stockholders' Equity |
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Consolidated Statements of Cash Flows |
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Notes to Consolidated Financial Statements |
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(2) |
Financial Statement Schedules: |
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
(3) |
Exhibits. |
EXHIBIT INDEX
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Exhibit No. |
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Description of Exhibit |
3.1 |
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3.2 |
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4.1** |
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10.1† |
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10.2# |
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10.3# |
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Table of Contents
10.4# |
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10.5# |
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10.6† |
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10.7† |
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10.8† |
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10.9† |
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10.10# |
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10.11† |
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10.12† |
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10.13 |
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21.1** |
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23.1** |
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Consent of Deloitte & Touche LLP, independent registered public accounting firm |
31.1* |
Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2* |
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Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1** |
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32.2** |
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101.INS** |
Inline XBRL Instance Document |
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101.SCH** |
Inline XBRL Taxonomy Extension Schema Document |
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101.CAL** |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF** |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
Table of Contents
101.LAB** |
Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE** |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104 |
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Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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*Filed herewith
** Previously filed
† Executive Compensation Plan or Agreement
# Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).
Table of Contents
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 thereunto duly authorized.
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Kiromic BioPharma, Inc. |
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Dated: June 1, 2021 |
By: |
/s/ Maurizio Chiriva-Internati
Maurizio Chiriva-Internati |
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Dated: June 1, 2021 |
By: |
/s/ Tony Tontat
Tony Tontat |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Maurizio Chiriva-Internati Maurizio Chiriva-Internati |
Chief Executive Officer (Principal Executive Officer) |
June 1, 2021 |
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/s/ Tony Tontat Tony Tontat |
Chief Financial Officer (Principal Financial and Accounting Officer) |
June 1, 2021 |
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/s/ Gianluca Rotino Gianluca Rotino |
Director |
June 1, 2021 |
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/s/ Pietro Bersani Pietro Bersani |
Director |
June 1, 2021 |
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/s/ Americo Cicchetti Americo Cicchetti |
Director |
June 1, 2021 |
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/s/ Jerry Schneider Jerry Schneider |
Director |
June 1, 2021 |
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/s/ Michael Nagel Michael Nagel |
Director |
June 1, 2021 |