UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No 12
x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended June 30, 2012 | |
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 0-24635
Hypertension Diagnostics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Minnesota (State or Other Jurisdiction of Incorporation or Organization) | 41-1618036 |
(I.R.S. Employer | |
Identification No.) |
10501 Wayzata Blvd, Suite 102, Minnetonka, MN 55305 |
(Address of Principal Executive Offices, including Zip Code) |
Registrant’s Telephone Number, including area code:(952) 545-2457 |
Securities registered pursuant to Section 12(b) of the Act:None |
Securities registered under Section 12(g) of the Exchange Act: |
Title of Each Class | Title of Each Class | Name of Each Exchange on Which Registered |
Common Stock ($.01 par value) | Redeemable Class B Warrant | OTC QB |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yeso Nox
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 o Nox
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 twelve 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 x Noo
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).
Yeso Nox
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 amendments to this Form 10-K. x
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 o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o Nox
The aggregate market value of voting Common Stock held by non-affiliates of the Registrant, based upon the average of the closing bid and ask prices of our Common Stock on the OTCQB tier of the OTC market on December 31, 2011 of $0.055 was approximately $2,382,921.
There were 52,388,750 shares of the registrant’s common stock, $.01 par value per share, outstanding as of September 27, 2012.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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Explanatory Note
Hypertension Diagnostics, Inc. (the “Company”) is filing this Amendment No. 12 on Form 10-K/A (the “Amendment”) to the Company’s annual reportAnnual Report on Form 10-K for the period ended June 30, 20112012 (the “Form 10-K”) filed with the Securities and Exchange Commission on September 28, 2012 (the “Original Filing Date”), solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials, formatted in XBRL (eXtensible Business Reporting Language):updated Exhibits:
14.1 | Code of Ethics of Company dated July 19, 2009 |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Schema |
101.CAL | XBRL Taxonomy Calculation Linkbase |
101.DEF | XBRL Taxonomy Definition Linkbase |
101.LAB | XBRL Taxonomy Label Linkbase |
101.PRE | XBRL Taxonomy Presentation Linkbase |
No other changes have been made to the Form 10-K. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not, , in any way, modify or update disclosures made in the Form 10-K
Pursuant to Rule 406T of Regulation S-T, the foregoing interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
EXHIBIT INDEX
(a)
The following Exhibits are furnished pursuant to Item 601 of Regulation S-K:
(b)
Exhibits
3.1 | Articles of Incorporation(incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form SB-2 (File No. 333-53025) filed on May 19, 1998 (the “1998 Registration Statement”)) |
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3.2 | Bylaws(incorporated by reference to Exhibit 3.2 of the Company’s 1998 Registration Statement.) |
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3.3 | Articles of Amendment of Incorporation dated June 2, 1998(incorporated by reference to Exhibit 3.3 of the Company’s 1998 Registration Statement.) |
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4.1 | Specimen of common stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s 1998 Registration Statement.) |
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4.2 | Specimen of Redeemable Class B Warrant Certificate(incorporated by reference to Exhibit 4.6 of Registration Statement on Form S-3 (File No. 333-53200) as dated January 4, 2001 and as subsequently amended.) |
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4.3 | Amendment No. 1 dated October 17, 2002 to Amended and Restated Class B Warrant Agreement between Hypertension Diagnostics, Inc. and Mellon Investor Services, LLC.(incorporated by reference to Exhibit 4.2 of Current Report on Form 8-K dated October 17, 2002.) |
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4.4 | Form of Common Stock Purchase Warrant issued dated March 27, 2002.(incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated March 27, 2002.) |
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4.5 | Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated August 28, 2003(the “August 8-K”)) |
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4.6 | Form of Common Stock Warrant originally issued August 28, 2003(incorporated by reference to Exhibit 4.7 of the August 8-K.) |
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4.7 | Form of Preferred Stock Purchase Warrant originally issued August 28, 2003 (incorporated by reference to Exhibit 4.6 of the August 8-K.) |
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4.8 | Registration Rights Agreement dated as of August 28, 2003 among Hypertension Diagnostics, Inc. and the purchaser parties thereto.(incorporated by reference to Exhibit 4.4 of the August 8-K.) |
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4.9 | Shareholders’ Agreement dated as of August 28, 2003 by and among Hypertension Diagnostics, Inc. and the holders of Hypertension Diagnostics, Inc. Series A Convertible Preferred Stock.(incorporated by reference to Exhibit 4.5 of the August 8-K.) |
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4.10 | Form of Irrevocable Proxy executed in connection with the Securities Purchase Agreement dated as of August 28, 2003(incorporated by reference to Exhibit 4.8 of the August 8-K.) |
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4.11 | Form of Irrevocable Proxy dated August 4, 2003 executed by Messrs. Brimmer, Cohn, Guettler, Murphy, and Dr. Chesney.(incorporated by reference to Exhibit 4.10 of the August 8-K.) |
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9.1 | Voting Agreement dated as of August 28, 2003 by and among the holders of Hypertension Diagnostics, Inc. Series A Convertible Preferred Stock.(incorporated by reference to Exhibit 4.3 of the August 8-K.) |
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10.1 | 1995 Long-Term Incentive and Stock Option Plan*(incorporated by reference to Exhibit 10.1 of the Company’s 1998 Registration Statement.) |
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10.2 | 1998 Stock Option Plan *(incorporated by reference to Exhibit 10.2 of the Company’s 1998 Registration Statement.) |
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10.3 | Form of Stock Option Agreement for 1998 Stock Option Plan(incorporated by reference to Exhibit 10.3 of the Company’s 1998 Registration Statement.) |
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10.4 | Research and License Agreement between the Company and the Regents of the University of Minnesota, dated September 23, 1998(incorporated by reference to Exhibit 10.4 of the Company’s 1998 Registration Statement.) |
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10.5 | Manufacturing Services Agreement between Apollo Research Corporation and the Company, dated May 14, 1998(incorporated by reference to Exhibit 10.13 of the Company’s 1998 Registration Statement.) |
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10.6 | Letter Agreement dated February 21, 2001 by and between Hypertension Diagnostics, Inc. and Apollo Research Corporation, M. Terry Riggs and Randy Thorton (incorporated by reference to Exhibit 10.14 of the Company’s Annual Report on Form 10-KSB for the year ended June 30, 2003.) |
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10.7 | Employment Agreement between Mark Schwartz and the Company, dated August 28, 2003 (incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-KSB for the year )ended June 30, 2004) |
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10.8 | Deferred Equity Incentive Agreement between Mark N. Schwartz and the Company, dated June 5, 2006 (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended June 30, 2011) |
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10.9 | 2003 Stock Option Plan (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-8 filed August 22, 2006.) |
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10.10 | 2005 Stock Option Plan* (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-8 filed August 22, 2006.) |
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10.11 | Asset Purchase Agreement dated August 24, 2011 by and between HDI and Cohn Prevention Centers, LLC(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 31, 2011). |
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10.12 | Sublease Agreement dated August 2011 by and between HDI and Cohn Prevention Centers, LLC(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed August 31, 2011). |
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10.13 | Sublicense Agreement dated August 2011 by and between HDI and Cohn Prevention Centers, LLC(incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed August 31, 2011). |
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10.14 | Retention and Separation Agreement by and between HDI and Greg Guettler(incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed August 31, 2011). |
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10.15 | Lease Agreement dated September 20, 2011 by and between HDI Plastics, Inc., a wholly owned subsidiary of HDI, and Flemtex Properties Corp.(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 26, 2011). |
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10.16 | Tri-Party Sale Agreement dated September 23, 2011 by and between HDI Plastics, Inc., a wholly owned subsidiary of HDI, Compass Bank and Cycled Plastics, Ltd.(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 26, 2011). |
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10.17 | Accounts Receivable Discount Line Facility with Charter Capital Holdings, L.P.(incorporated by reference to the Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2011) |
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21.1 | Subsidiaries of Registrant(incorporated by reference to Exhibit 23.2 to the Company’s Annual Report on Form 10-K filed on September 28, 2012). |
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23.1 | Consent of Independent Registered Public Accounting Firm(incorporated by reference to Exhibit 23.2 to the Company’s Annual Report on Form 10-K filed on September 28, 2012). |
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31.1* | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1* | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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101.INS* | XBRL Instance Document** |
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101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document** |
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101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document** |
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101.LAB* | XBRL Taxonomy Extension Label Linkbase Document** |
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101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document** |
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101.SCH* | XBRL Taxonomy Extension Schema Document** |
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* | Filed herewith |
** | In accordance with Rule 406T of Regulation S-T, this information deemed not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. |
SIGNATURES
In accordance with 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.
HYPERTENSION DIAGNOSTICS, INC.
/s/ KENNETH W. BRIMMER
Kenneth W. Brimmer,
Chief Executive Officer
Dated: September 28,October 26, 2012
In accordance with the requirements of the Exchange Act, this report has been signed below on behalf of the registrant and in the capacities indicated on September 28,October 26, 2012.
Each person whose signature appears below constitutes and appoints Kenneth W. Brimmer as his true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K/A10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Signature | Title |
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/s/ KENNETH W. BRIMMER Kenneth W. Brimmer | Chief Executive Officer and Principal Financial Officer |
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/s/ * Mark N. Schwartz | Chairman of the Board of Directors |
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/s/ * | Director |
Larry Leitner |
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/s/ * | Director |
Alan Stern |
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*By:
/s/ Kenneth W. Brimmer
Kenneth W. Brimmer, Attorney-in-fact