Edgar Filing: XBiotech Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1 to Form 10-K

þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the fiscal year ended December 31, 2015

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-37437

XBIOTECH INC.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

8201 E. Riverside Drive, Bldg. 4, Suite 100

Austin TX 78744

(Address of principal executive offices, including zip code)

Telephone Number (512) 386-2900

(Registrant's telephone number, including area code)

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

Title of each class		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		NASDAQ Global 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 o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act of 1933. Yes o No ý

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 ý No o

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 ý No o

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. ý

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 o

Accelerated filer o

Non-accelerated filer ý

Smaller Reporting Company o

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2015, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $348,728,794, based upon the closing sales price for the registrant’s common stock, as reported on the NASDAQ Global Market. The calculation of the aggregate market value of voting and non-voting common equity excludes 12,752,867 shares of common stock the registrant held by executive officers, directors and shareholders that the registrant concluded were affiliates of the registrant on that date. Exclusion of such shares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause the direction of management or policies of the registrant or that such person is controlled by or under common control with the registrant.

As of March 30, 2016, 32,292,106 shares of the registrant’s Common Stock were outstanding.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A is an amendment to the Annual Report on Form 10-K for the year ended December 31, 2015(the "Report") filed with the Securities and Exchange Commission on March 30, 2016.

This Form 10-K/A is being field for the purpose of correcting the errors regarding ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Except as expressly noted herein, this Form 10-K/A does not alter any other part of the content of the Report and does not affect the information originally set forth in the Report, the remaining portions of which have not been amended.

PART II

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

XBiotech Inc.

Consolidated Statements of Cash Flows

(in thousands)

	Year Ended December 31,
	2015			2014			2013

Operating activities
Net loss	$	(37,483	)	$	(21,724	)	$	(9,927	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		699			664			784
Share-based compensation expense		4,407			7,020			739
Gain on disposal of property and equipment		(157	)		-			-
Changes in operating assets and liabilities:
Prepaid expenses and other current		(1,579	)		38			(252	)
Accounts payable		840			1,068			103
Accrued expenses		(52	)		1,234			(326	)
Deferred rent		17			-			(29	)
Net cash used in operating activities		(33,308	)		(11,700	)		(8,908	)

Investing activities
Purchase of property and equipment		(2,322	)		(1,397	)		(59	)
Expenditures on building construction		(8,070	)		-			-
Net cash used in investing activities		(10,392	)		(1,397	)		(59	)

Financing activities
Issuance of common stock and warrants, net		75,712			63,374			12,045
Issuance of common stock under stock option plan		1,348			150			-
Collection of subscription receivable		410			-			-
Deferred offering costs		-			(324	)		-
Net cash provided by financing activities		77,470			63,200			12,045
Effect of foreign exchange rate on cash and cash equivalents		(48	)		(18	)		(1	)

Net change in cash and cash equivalents		33,722			50,085			3,077
Cash and cash equivalents, beginning of period		57,329			7,244			4,167
Cash and cash equivalents, end of period	$	91,051		$	57,329		$	7,244

3. Property and Equipment

Property and equipment consisted of the following as of December 31, 2015 and 2014 (in thousands):

	2015			2014
Computer and office equipment	$	335		$	262
Furniture and fixtures		132			126
Land		1,418			1,418
Leasehold improvements		770			762
Scientific equipment		5,595			4,648
Vehicle		30			30
Construction in process		2,417			189
Building Construction in process		10,371			885
Accumulated depreciation		(4,751	)		(4,207	)

	$	16,317		$	4,113

Depreciation expenses related to property and equipment amounted to approximately $699,000, $664,000, and $784,000 for the years ended December 31, 2015, 2014 and 2013, respectively. Construction in process is related to R&D and manufactory equipment.

4. Accrued Expenses

Accrued expenses consist of the following as of December 31, 2015, and 2014 (in thousands):

	2015		2014
Accrued compensation and related	$	441	$	1,037
Accrued professional fees		119		134
Accrued clinical trial		278		183
Other		628		164

	$	1,466	$	1,518

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, there unto duly authorized.

	XBIOTECH INC.


Date: April 15, 2016	By:	/S/ John Simard
		John Simard
		President, Chief Executive Officer and Director (Principal Executive Officer)

Date: April 15, 2016	By:	/S/ Queena Han
		Queena Han
		Vice President, Finance and Human Resources, and Secretary (Principal Financial Officer and Principal Accounting Officer)

INDEX TO EXHIBITS

Exhibit Numbers		Exhibits
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
101.INS		XBRL Instance
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation
101.DEF		XBRL Taxonomy Extension Definition
101.LAB		XBRL Taxonomy Extension Labels
101.PRE		XBRL Taxonomy Extension Presentation