10-Q/A

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 10-Q/A

(Amendment No. 1)

_____________________

(Mark One)

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

For the quarterly period ended June 30, 2022

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  001-40860                         

________________________

Olaplex Holdings, Inc.

(Exact name of registrant as specified in its charter)

________________________

Delaware	87-1242679
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Address not applicable1

(Address of principal executive offices and zip code)

(310) 691-0776

(Registrant’s telephone number, including area code)

________________________

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

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	OLPX	Nasdaq Global Select Market

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 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.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☐
		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.  ☐

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

As of July 29, 2022, registrant had 649,087,823 shares of common stock, par value $0.001 per share, outstanding.

1 Olaplex Holdings, Inc. is a fully remote company. Accordingly, it does not maintain a principal executive office.

EXPLANATORY NOTE

Olaplex Holdings, Inc. (the “Company”) filed its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 with the U.S. Securities and Exchange Commission (the “SEC”) on August 9, 2022 (the “Original Filing”). The Company is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) solely to include certain disclosures required to be included in Item 5(a) of Part II of Form 10-Q. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Part II, Item 5 “Other Information” of the Original Filing is hereby amended and restated in its entirety. This Amendment does not amend or otherwise update any other information in the Original Filing. This Amendment should be read in conjunction with the Original Filing and the Company’s other filings made with the SEC subsequent to August 9, 2022 and does not modify or update the Original Filing or the disclosures made therein in any way other than as described above. The Original Filing, as amended by the Amendment, continues to speak as of the date of the Original Filing, and the Company has not updated any of the disclosures contained herein to reflect events that have occurred since the date of the Original Filing.

PART II - OTHER INFORMATION

ITEM 5. OTHER INFORMATION

On June 27, 2022, pursuant to Section 14 of the Manufacturing Services Agreement (“Agreement”), dated January 1, 2020, by and between the Company and Cosway Company Inc. (“Cosway”), the Company notified Cosway that it intended to negotiate with Cosway the terms of a new manufacturing services agreement to replace the Agreement and, in connection therewith, was exercising its right to elect that the Agreement expire in accordance with its terms, effective as of January 1, 2023.

2

ITEM 6. EXHIBITS

Exhibit Number	Description
3.1	Restated Certificate of Incorporation of Olaplex Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed on November 10, 2021 (File No. 001- 40860)).
3.2	Amended and Restated Bylaws of Olaplex Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, filed on November 10, 2021 (File No. 001-40860)).
31.1†	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2†	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

# Indicates a management contract or compensation plan, contract or arrangement.

† This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	OLAPLEX HOLDINGS, INC.
	By:	/s/ JuE Wong
February 28, 2023		Name:	JuE Wong
		Title:	President and Chief Executive Officer
			(Principal Executive Officer)
	By:	/s/ Eric Tiziani
February 28, 2023		Name:	Eric Tiziani
		Title:	Chief Financial Officer
			(Principal Financial Officer)

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, JuE Wong, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A of Olaplex Holdings, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

February 28, 2023	By:	/s/ JuE Wong
		JuE Wong
		President and Chief Executive Officer
		(Principal Executive Officer)

EX-32.1

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Eric Tiziani, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A of Olaplex Holdings, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: February 28, 2023	By:	/s/ Eric Tiziani
		Eric Tiziani
		Chief Financial Officer
		(Principal Financial Officer)

XML

Cover	6 Months Ended
	Jun. 30, 2022 shares
Cover [Abstract]
Document Type	10-Q/A
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	001-40860
Entity Registrant Name	Olaplex Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-1242679
City Area Code	310
Local Phone Number	691-0776
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	OLPX
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	649,087,823
Entity Central Index Key	0001868726
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	true
Current Fiscal Year End Date	--12-31
Amendment Description	Olaplex Holdings, Inc. (the “Company”) filed its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 with the U.S. Securities and Exchange Commission (the “SEC”) on August 9, 2022 (the “Original Filing”). The Company is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) solely to include certain disclosures required to be included in Item 5(a) of Part II of Form 10-Q. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Part II, Item 5 “Other Information” of the Original Filing is hereby amended and restated in its entirety. This Amendment does not amend or otherwise update any other information in the Original Filing. This Amendment should be read in conjunction with the Original Filing and the Company’s other filings made with the SEC subsequent to August 9, 2022 and does not modify or update the Original Filing or the disclosures made therein in any way other than as described above. The Original Filing, as amended by the Amendment, continues to speak as of the date of the Original Filing, and the Company has not updated any of the disclosures contained herein to reflect events that have occurred since the date of the Original Filing.