Aridis Pharmaceuticals, Inc. (Form: 10-K/A, Received: 06/12/2019 11:53:57)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

(Mark one)

x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2018

o 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 001-38630

Aridis Pharmaceuticals, Inc.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		47-2641188 (I.R.S. Employer Identification No.)

5941 Optical Ct. San Jose, California (Address of principal executive offices)		95138 (Zip Code)

Registrant’s telephone number, including area code: (408) 385-1742

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

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, par value $0.0001 per share		ARDS		Nasdaq Capital 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 x

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 No x

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 x No o

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 x No o

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. (Check one):

Large accelerated filer o	Accelerated filer o	Non-accelerated filer x	Smaller reporting company x
			Emerging growth company x

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. o

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

The Registrant was not a public company as of the last business day of its most recently completed second fiscal quarter and, therefore, cannot calculate the aggregate market value of its voting and non-voting common equity

On March 26, 2019, the registrant had 8,107,920 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

Aridis Pharmaceuticals, Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-K/A (“Amendment”) to amend its Annual Report on Form 10-K for the year ended December 31, 2018, which was originally filed with the Securities and Exchange Commission (“SEC”) on March 28, 2019 and Amendment No. 1 to Form 10-K/A was filed on April 19, 2019 (the “Form 10-K”). The purpose of this Amendment is to refile Exhibit 10.18, which was originally filed with the Form 10-K, in connection with the transition to the new requirements set forth in Item 601(b) of Regulation S-K permitting registrants to omit immaterial and competitively harmful confidential information from material contracts filed pursuant to Item 601(b)(10) without the need to submit a confidential treatment request to the SEC. The Company has also withdrawn its confidential treatment request for Exhibit 10.18.

This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Form 10-K or modify or update disclosures that may be affected by subsequent events. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Form 10-K.

This Amendment is an exhibit-only filing. Except for the changes to Exhibit 10.18, this Amendment does not otherwise update any exhibits as originally filed or previously amended.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits 31.1 and 31.2 to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) The following documents are filed as part of this report:

(3) Exhibits.

Exhibit No.		Description
3.1		Certificate of Incorporation of the Registrant, as amended (filed with the Registrant’s Amendment No. 2 to its Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on August 8, 2018 and incorporated herein by reference)
3.2		Amended and Restated Certificate of Incorporation of the Registrant (filed with the Registrant’s Amendment No. 1 to its Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on August 6, 2018 and incorporated herein by reference)
3.3		Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Registrant, as amended (filed with the Registrant’s Amendment No. 2 to its Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on August 8, 2018 and incorporated herein by reference)
3.4		Bylaws of the Registrant (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)
3.5		Certificate of Correction to Amended and Restated Certificate of Incorporation (filed with the Registrant’s Amendment No. 2 to its Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on August 8, 2018 and incorporated herein by reference)
10.1@		Aridis Pharmaceuticals, Inc. 2014 Equity Incentive Plan (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)
10.2#		Exclusive and Non-Exclusive Patent License Agreement between the Registrant and the Public Health Service, dated July 11, 2005 (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)
10.3#		License and Option Agreement by and between the Registrant and Brigham Young University, dated July 29, 2005 (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)
10.4#		License Agreement by and between the Registrant and The University of Iowa Research Foundation, dated October 22, 2010 (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)
10.5#		First Amendment to License Agreement, by and between the Registrant and The University of Iowa Research Foundation, dated January 10, 2017 (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)
10.6#		Exclusive Patent License Agreement by and between the Registrant and The Brigham and Women’s Hospital, Inc., dated November 16, 2010 (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)
10.7#		First Amendment to Exclusive Patent License Agreement, by and between the Registrant and The Brigham and Women’s Hospital, Inc., dated February 18, 2016 (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)
10.8#		Asset Purchase Agreement between the Registrant and Kenta Biotech Ltd., dated May 10, 2013 (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)
10.9#		Formulation Development Agreement between the Registrant and PATH Vaccine Solutions, dated June 1, 2007. (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)
10.10#		Agreement between the Registrant and the Cystic Fibrosis Foundation Therapeutics, Inc., dated December 30, 2016. (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)

10.11#		Co-exclusive License Agreement between The University of Chicago and the Registrant, dated June 13, 2017. (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)
10.12#		License Agreement by and between the Registrant and Emergent Product Development Gaithersburg, Inc., dated January 6, 2010. (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)
10.13		Joint Venture Contract in respect of Shenzen Arimab BioPharmaceutical Co., Ltd., by and between Shenzen Hepalink Pharmaceutical Group Co. and the Registrant, dated February 11, 2018. (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)
10.14		Technology License and Collaboration Agreement, by and between Shenzen Arimab BioPharmaceutical Co., Ltd. and the Registrant, dated July 2, 2018. (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)
10.15		License and Option Agreement, by and between Brigham Young University and the Registrant, dated July 29, 2005 (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)
10.16		Amendment to the Joint Venture Contract in respect of Shenzen Arimab BioPharmaceutical Co., Ltd., by and between Shenzen Hepalink Pharmaceutical Group Co. and the Company, effective August 6, 2018 (filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 and incorporated herein by reference)
10.17		Amended and Restated Technology License and Collaboration Agreement, by and between Shenzen Arimab BioPharmaceutical Co., Ltd. and the Company, effective August 6, 2018 (filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 and incorporated herein by reference)
10.18**+		Amendment No. 1 to the Agreement between the Registrant and the Cystic Fibrosis Foundation Therapeutics, Inc., effective November 26, 2018
21.1		Subsidiaries of the Registrant (filed with the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 and incorporated herein by reference)
24.1		Power of Attorney (filed with the initial filing of the Annual Report on Form 10-K for the year ended December 31, 2018).
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
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document (filed with the initial filing of the Annual Report on Form 10-K for the year ended December 31, 2018).
101.SCH		XBRL Taxonomy Extension Schema Document (filed with the initial filing of the Annual Report on Form 10-K for the year ended December 31, 2018).
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (filed with the initial filing of the Annual Report on Form 10-K for the year ended December 31, 2018).
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (filed with the initial filing of the Annual Report on Form 10-K for the year ended December 31, 2018).
101.LAB		XBRL Taxonomy Extension Label Linkbase Document (filed with the initial filing of the Annual Report on Form 10-K for the year ended December 31, 2018).
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (filed with the initial filing of the Annual Report on Form 10-K for the year ended December 31, 2018).

*	Filed previously
**	Filed herewith
@	Indicates a management contract or any compensatory plan, contract or arrangement
#	Confidential treatment has been granted for portions omitted from this exhibit (indicated by asterisks) and those portions have been separately filed with the Securities and Exchange Commission .
+	Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

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 thereunto duly authorized.

	Aridis Pharmaceuticals, Inc.

Dated: June 12, 2019	By:	/s/ Vu Truong
	Vu Truong
	Chief Executive Officer, Chief Scientific Officer and Director
	(Principal Executive Officer)

	By:	/s/ Fred Kurland
	Fred Kurland
	Chief Financial Officer
	(Principal Accounting 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

*		Executive Chairman and Director	June 12, 2019
Eric Patzer

/s/ Vu Truong		Chief Executive Officer, Chief Scientific Officer and Director	June 12, 2019
Vu Truong		(Principal Executive Officer)

/s/ Fred Kurland		Chief Financial Officer (Principal Financial Officer and	June 12, 2019
Fred Kurland		Principal Accounting Officer)

*		Director	June 12, 2019
Robert K. Coughlin

*		Director	June 12, 2019
Craig Gibbs

*		Director	June 12, 2019
John Hamilton

*		Director	June 12, 2019
Shawn Lu

*		Director	June 12, 2019
Isaac Blech

*		Director	June 12, 2019
Robert R. Ruffolo

* By:	/s/ Vu Truong
	Vu Truong, Attorney-in-Fact

Exhibit 10.18

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

AMENDMENT NO. 1 TO LETTER AGREEMENT

This Amendment No. 1 (“Amendment No. 1”) to the Development Program Letter Agreement is entered into and effective as of November 26, 2018 (“ Amendment No. 1 Effective Date ”) by and between Aridis Pharmaceuticals, Inc. (“ Aridis ”) and Cystic Fibrosis Foundation Therapeutics, Inc. (“ CFFT ”).

WHEREAS, Aridis and CFFT entered into the Development Program Award Letter Agreement, dated as of December 30, 2016 (the “ Agreement ”);

WHEREAS , Section 11(f) of the Agreement permits either party to assign its rights under the Agreement to an Affiliate of such party;

WHEREAS , CFFT has assigned the Agreement to its Affiliate, the Cystic Fibrosis Foundation (“CFF”);

WHEREAS , Aridis desires to modify the Award amount, Milestones and Milestone Payments set forth in the Agreement; and

WHEREAS , CFF is willing to modify the Award amount, Milestones and the Milestone Payments in accordance with the terms and conditions hereinafter set forth.

NOW, THEREFORE , in consideration of the mutual covenants set forth in the Agreement and this Amendment No. 1 and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

1. Assignment of Agreement from CFFT to CFF . All references to “Cystic Fibrosis Foundation Therapeutics, Inc.” in the Agreement are hereby deleted and replaced with “Cystic Fibrosis Foundation” and all references to “CFFT” in the Agreement are hereby deleted and replaced with “CFF”.

2. Amendment to Amount of Award . The Amount of the Award in the heading on page 1 of the Agreement is hereby amended by deleting the amount “$2,902,097.00” and inserting in lieu thereof the amount “$7,465,583.00”.

3. Amendment to Paragraphs 2(a) and 2(b) . Paragraphs 2(a) and 2(b) of the Agreement are hereby deleted and restated as follows:

“(a) Aridis shall pay to CFF a one-time amount equal to the Cap. Such amount shall be paid in not more than five (5) annual installments, as follows: within ninety (90) days of the end of the calendar year in which the First Commercial Sale occurs, and within ninety (90) days of the end of each subsequent calendar year until the Cap is paid, Aridis shall pay [*]% of Net Sales for that calendar year up to the amount of the Cap (except that in the fifth installment, if any, Aridis shall pay the remaining unpaid portion of the Cap, regardless of the percentage of Net Sales or fraction of Cap such payment would represent)

“(b) [this section intentionally blank].”

4. Amendment to Paragraph 12, Definitions . The definition of “Cap” in Paragraph 12 is hereby deleted and replaced with the following:

· “Cap” shall mean [*] times the Actual Award.

5. Amendment to Paragraph 2(c) . Paragraph 2(c) of the Agreement is hereby deleted and restated as follows:

“(c) In the event Aridis licenses rights to the Product in the Field, sells the Product, or consummates a Change of Control Transaction (collectively a “Disposition Transaction”) prior to the First Commercial Sale, Aridis shall pay to CFF an amount equal to (i) [*] percent ([*]%) of the amounts received by Aridis and its shareholders in connection with a Disposition Transaction (whether paid upfront or in accordance with subsequent milestones and whether paid in cash or property) up to [*] times the Actual Award (the “Disposition Payment”). The Disposition Payment shall be made within sixty (60) days after the closing of a Disposition Transaction. The Disposition Payment shall reduce the amounts otherwise due to CFF under Paragraph 2(b).”

6. Amendment to Paragraph 11 . Paragraph 11(d) to the Agreement is hereby amended by deleting all references to the address “6931 Arlington Rd. Suite 200” contained therein and inserting in lieu thereof the address “4550 Montgomery Ave. Suite 1100 N”.

7. Amendment to Exhibit B (Payment Schedule) of the Agreement. Exhibit B of the Agreement is hereby deleted in its entirety and replaced with the Amended and Restated Payment Schedule attached to this Amendment No. 1 as Exhibit B-1 .

8. Defined Terms and Agreement Continuing Effect. Except as provided in this Amendment No. 1, the terms and conditions of the Agreement shall remain in full force and effect and capitalized terms shall have the same meaning as ascribed to such terms in the Agreement. This Amendment No. 1 is hereby integrated into and made part of the Agreement. The execution, delivery and effectiveness of this Amendment No. 1 shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the parties to the Agreement, nor constitute a waiver of any provision of the Agreement.

9. Counterparts . This Amendment No. 1 may be executed in any number of counterparts, each of which shall be an original instrument and all of which, when taken together, shall constitute one and the same agreement.

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. .

SIGNATURES IMMEDIATELY FOLLOWING ON NEXT PAGE

In WITNESS WHEREOF , the undersigned have executed this Amendment No. 1 as of the Amendment No. 1 Effective Date written above.

Cystic Fibrosis Foundation

Aridis Pharmaceuticals, Inc.

By:

/s/ Chris Gegelys

By:

/s/ Vu Truong

Name:

Chris Gegelys

Name:

Vu L. Truong

Title:

SVP & Chief Legal Officer

Title:

CEO

Cystic Fibrosis Foundation

By:

/s/ Vera H. Twigg

Name:

Vera H. Twigg

Title:

EVP & CEO

Cystic Fibrosis Foundation Therapeutics, Inc.

By:

/s/ Marc Ginsly

Name:

Marc Ginsly

Title:

EVP & COO

EXHIBIT B-1

Payment Schedule

Milestone	Milestone Payment		Expected Milestone Estimated Completion Date
Payments made prior to Amendment No. 1 Execution Date	$	[*]	[*]
Completion of 4-week GLP inhalational toxicology studies	$	[*]	[*]
IND opened	$	[*]	[*]
Completion of SAD and considered safe to proceed to MAD (DSMB review)	$	[*]	[*]
Completion of MAD and considered safe to proceed to Ph2a (TDN DSMB review)	$	[*]	[*]
First CF patient, first dose in Phase 2A clinical study	$	[*]	[*]
Median CF patient, first dose in Phase 2A clinical study	$	[*]	[*]
Last CF patient, last visit in Phase 2A clinical study	$	[*]	[*]
Final integrated clinical and statistical report reviewed and approved by CFFT	$	[*]	[*]

Payments shall be made by CFF within forty-five (45) days of receipt from Aridis of the corresponding invoice and supporting documentation verifying occurrence of such milestone and PAG verification.

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. .

Exhibit 31.1

Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Vu Truong, Chief Executive Officer, certify that:

1. I have reviewed this Amendment No. 2 to Annual Report on Form 10-K/A of Aridis Pharmaceuticals, 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.

	/s/ Vu Truong
	Vu Truong
June 12, 2019	Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Fred Kurland, Chief Financial Officer, certify that:

1. I have reviewed this Amendment No. 2 to Annual Report on Form 10-K/A of Aridis Pharmaceuticals, Inc.; and

	/s/ Fred Kurland
	Fred Kurland
June 12, 2019	Chief Financial Officer (Principal Financial Officer)