10-K/A 1 v179147_10ka.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
Amendment No. 2
 
Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the fiscal year ended September 30, 2009
 
Commission File Number: 000-1174228
 
NURX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
 
NEVADA
87-0681500
   
(State or other jurisdiction of incorporation
(I.R.S. Employer Identification No.)
or organization)
  
   
18 Technology, Suite 130
Irvine, CA
92618
   
(Address of principal executive offices)
(Zip code)
 
Registrant’s telephone number: 949-336-7111
 
Securities registered under Section 12(b) of the Act:   None
 
Securities registered under Section 12(g) of the Act:  Common Stock, par value $0.001 per share
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
¨  Yes  þ  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  þ  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.  
þ  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 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 the 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, 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. (Check one):
 
 Large accelerated filer¨
  
 Accelerated filer¨
  
 Non-accelerated filer¨
(Do not check if a smaller
reporting company)
  
Smaller reporting
company      þ  
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  
¨ Yes þ No
 
The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by using the closing price of the aggregate market value of the voting stock held by non-affiliates of the registrant, computed by using the closing price of registrant’s common stock of $0.49 per share, at March 31, 2009, was approximately $7,700,000.  For this purpose, the 7,743,172 shares of directors, executive officers and certain other shareholders have been excluded. This calculation does not reflect the impact of the Registrant’s amendment of its Bylaws, effective September 22, 2009, to adopt Sections 78.378 to 78.3793 of the Nevada Revised Statutes which impose voting restrictions on stockholders acquiring more than 20% of the Registrant’s voting stock.
 
As of March 29, 2009, 23,444,234 shares of common stock were outstanding.
 
EXPLANATORY NOTE
 
NuRx Pharmaceuticals, Inc. (the “Registrant”) is filing this Amendment No. 2 (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended September 30, 2009, filed with the U.S. Securities and Exchange Commission (“SEC”) on December 29, 2009 and amended by Amendment No. 1 to Form 10-K, filed with the SEC on January 28, 2010 (collectively, the “Original Filing”).
 
This Amendment is being filed for the sole purpose of complying with Rule 3-09 of SEC Regulation S-X, pursuant to which the Registrant is required to include in its Annual Report on Form 10-K for the year ended September 30, 2009, the audited financial statements of QN Diagnostics, LLC, an entity in which the Registrant owns 50% of the membership interests as of September 30, 2009.  The financial statements of QN Diagnostics, LLC were not included in the Original Filing because the fiscal year of QN Diagnostics, LLC is after the date the Original Filing was filed with the SEC.
 
Except as described above, no other changes have been made to the Original Filing, and this Form 10-K/A does not amend, update or change any other items or disclosures in the Original Filing.  This Form 10-K/A does not reflect events occurring after the Original Filing, and other than providing the audited financial statements of QN Diagnostics, LLC, does not modify or update the disclosures in the Original Filing in any way.

 
 
 

 
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements

The financial statements of NuRx Pharmaceuticals, Inc. and the related notes to the financial statements were filed as part of its Form 10-K for the fiscal year ended September 30, 2009, filed on December 29, 2009.

The financial statements of QN Diagnostics, LLC and the related notes to the financial statements are included as Exhibit 99.1 to this Form 10-K/A.
 
Exhibits 
 
Exhibit Number
  
Description
     
*31.1
  
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act
     
*31.2
  
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act.
     
*32.1
  
Certification of the Chief Executive Officer Pursuant to Section 906, Sarbanes-Oxley Act of 2002
     
*32.2
  
Certification of the Chief Financial Officer Pursuant to Section 906, Sarbanes-Oxley Act of 2002
     
*99.1
  
Audited Financial Statements of QN Diagnostics, LLC as of December 31, 2009 and for the year then ended
*
Filed herewith.

 
 
 

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.

 
NURX PHARMACEUTICALS, INC.
     
 Dated: March 30, 2010
By:
/s/ Harin Padma-Nathan
   
Harin Padma-Nathan
Chief Executive Officer

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.
  
Signature
  
Title
  
Date
         
/s/ Harin Padma−Nathan
  
Director, President and Chief Executive Officer
  
March 30, 2010
Harin Padma−Nathan
  
(Principal Executive Officer)
    
         
/s/ Steven Gershick
  
Chief Financial Officer (Principal Financial
  
March 30, 2010
Steven Gershick
  
and Accounting Officer) and Secretary
    
         
/s/ Kurt Brendlinger
  
Director
  
March 30, 2010
Kurt Brendlinger
        
         
/s/ Sharyar Baradaran
  
Director
  
March 30, 2010
Sharyar Baradaran
        
         
/s/ Rosh Chandraratna
  
Director
  
March 30, 2010
Rosh Chandraratna
        
         
/s/ Marvin Rosenthale
  
Director
  
March 30, 2010
Marvin Rosenthale
        
         
/s/ Carl Lebel
  
Director
  
March 30, 2010
Carl Lebel
        

 
 
 

EXHIBIT INDEX 
 
Exhibit Number
  
Description
     
*31.1
  
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act
     
*31.2
  
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act.
     
*32.1
  
Certification of the Chief Executive Officer Pursuant to Section 906, Sarbanes-Oxley Act of 2002
     
*32.2
  
Certification of the Chief Financial Officer Pursuant to Section 906, Sarbanes-Oxley Act of 2002
     
*99.1
  
Audited Financial Statements of QN Diagnostics, LLC as of December 31, 2009 and for the year then ended
*
Filed herewith.