U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[X] þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 20122013
[ ] o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission File No. 0-11808
WOUND MANAGEMENT TECHNOLOGIES, INC.
| Texas | | 59-2219994 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | | (I.R.S. Employer Identification Number) |
777 Main Street
Suite 3100
Fort Worth, Texas 76102
(Address of principal executive offices)
(817) 820-7080
(Registrant’s telephone number, including area code)
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 xþ 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). Yesxþ No ¨
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 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 | Non-accelerated filer | o |
Accelerated filero | o | Non-accelerated filer o
Smaller reporting companyx | þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No xþ
As of June 30, 2012, 63,309,5402013, 78,250,752 shares of the Issuer's $.001 par value common stock were issued and 63,305,45178,246,663 shares were outstanding.
EXPLANATORY NOTE
The purpose of
Wound Management Technologies, Inc., is filing this Amendment No. 1 to Wound Management Technologies, Inc.’sits Quarterly Report on Form 10-Q for the quarterperiod ended June 30, 2012,2013, as filed with the Securities and Exchange Commission on August 20, 2012, is solely to furnish12, 2013, for the sole purpose of furnishing Exhibit 101 to the Form 10-Q and make conforming changes to Item 6. Exhibits. Exhibit 101 provideswhich contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements and related notes fromincluded in Part 1, Item 1 of the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language). 10-Q. As permitted by rule 405(a)(2)(ii) of Regulation S-T, Exhibit 101 was required to be furnished by amendment within 30 days of the original filing date of the Form 10-Q.
No other substantive changes have been made to the Form 10-Q.10-Q other than the furnishing of Exhibit 101 described above. This Amendmentamendment does not reflect subsequent events that may have occurred subsequent tooccurring after the original filing date.date of the Form 10-Q or modify or update in any way the disclosures made in the Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the Interactive Data file on Exhibit 101 hereto is deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise is not subject to liability under those sections.
ITEM 6. EXHIBITS
·● The following documents are filed as part of this Report:
| 2.1 | Agreement and Plan of Merger, dated as of September 17, 2009, by and among BioPharma Management Technologies, Inc., a Texas corporation, certain shareholders thereof, Wound Management Technologies, Inc., a Texas corporation, and BIO Acquisition, Inc. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed September 21, 2009) |
31.1*
| 3.1 | Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed April 11, 2008) |
| 3.2 | Articles of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit A to the Company’s Information Statement filed with the Commission on May 13, 2008) |
| 3.3 | Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed April 11, 2008) |
| 10.1 | Forbearance Agreement dated July 13, 2012 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 19, 2012) |
| 10.2 | Form of Secured Subordinated Promissory Note (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 19, 2012) |
| | Form of Warrant to Purchase Shares of Common Stock (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed July 19, 2012)
|
| 10.4 | Commitment Letter dated July 10, 2012 (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed July 19, 2012) |
| 10.5 | Amendment to Forbearance Agreement dated July 25, 2012 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 30, 2012) |
| 31.1* | Certification of Principal Executive Officer and Principal Financial Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 302 of the Sarbanes-Oxley Act of 2002* |
| 32.1*32.1* | Certification of Principal Executive Officer and Principal Financial Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002* |
| 101 | Interactive Data Files pursuant to Rule 405 of Regulation S-T. |
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | WOUND MANAGEMENT TECHNOLOGIES, INC. | |
| | | | |
Date: September 10, 2012 August 13, 2013 | By: | /s/ /S/ Robert Lutz, Jr. | |
| | | Robert Lutz, Jr., | |
| | | Chairman of the Board, Chief Executive Officer and President
| |
| | | Chief Executive Officer and President | |