|
o
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
Delaware
|
|
42-1491350
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Securities registered pursuant to Section 12(b) of the Act:
|
Common Stock, par value $0.01
|
|
Name of each exchange on which registered:
|
The Nasdaq Global Market
|
|
Securities registered pursuant to Section 12(g) of the Act:
|
None
|
|
Large accelerated filer
o
|
|
Accelerated filer
x
|
|
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
|
|
|
Emerging growth company
o
|
Item 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
|
|
|
Incorporated By Reference
|
|
||
Exhibit Number
|
|
Description
|
Form
|
Filing Date
|
Number
|
Filed Herewith
|
2.1
|
|
8-K
|
3/20/2017
|
2.1
|
|
|
3.1
|
|
8-K
|
11/18/2011
|
3.1
|
|
|
3.2
|
|
8-K
|
5/14/2013
|
3.1
|
|
|
3.3
|
|
8-K
|
11/18/2011
|
3.2
|
|
|
4.1
|
|
S-1/A
|
10/26/2011
|
4.1
|
|
|
4.2
|
|
Reference is made to Exhibits 3.1, 3.2 and 3.3
|
|
|
|
|
4.3
|
|
10-Q
|
5/10/2012
|
4.3
|
|
|
10.1
|
†
|
S-1/A
|
11/8/2011
|
10.11
|
|
|
10.2
|
†
|
S-1
|
12/21/2010
|
10.2
|
|
|
10.3.1
|
†
|
S-1
|
12/21/2010
|
10.3
|
|
|
10.3.2
|
†
|
S-1
|
12/21/2010
|
10.4
|
|
|
10.3.3
|
†
|
S-1
|
12/21/2010
|
10.5
|
|
|
10.4
|
†
|
S-1
|
12/21/2010
|
10.6
|
|
|
10.4.1
|
†
|
S-1
|
12/21/2010
|
10.7
|
|
|
10.4.2
|
†
|
S-1
|
12/21/2010
|
10.8
|
|
|
10.4.3
|
†
|
10-Q
|
8/5/2014
|
10.6
|
|
|
10.4.4
|
†
|
10-Q
|
8/5/2014
|
10.7
|
|
|
10.4.5
|
†
|
10-Q
|
8/5/2014
|
10.8
|
|
|
10.5
|
†
|
8-K
|
5/14/2013
|
10.2
|
|
|
10.6
|
†
|
10-Q
|
11/8/2016
|
10.1
|
|
|
10.6.1
|
†
|
10-Q
|
8/5/2014
|
10.4
|
|
|
10.6.2
|
†
|
10-Q
|
8/5/2014
|
10.5
|
|
|
10.7
|
*
|
S-1/A
|
11/8/2011
|
10.46
|
|
|
10.7.1
|
*
|
S-1/A
|
11/8/2011
|
10.47
|
|
|
10.7.2
|
*
|
S-1/A
|
11/8/2011
|
10.48
|
|
|
10.7.3
|
*
|
S-1/A
|
11/8/2011
|
10.49
|
|
10.7.4
|
*
|
10-Q
|
11/10/2014
|
10.3
|
|
|
10.7.5
|
*
|
10-Q
|
11/10/2014
|
10.4
|
|
|
10.8
|
*
|
S-1
|
12/21/2010
|
10.41
|
|
|
10.9
|
*
|
S-1/A
|
11/8/2011
|
10.66
|
|
|
10.10
|
*
|
S-1/A
|
11/8/2011
|
10.38
|
|
|
10.10.1
|
|
S-1/A
|
10/4/2011
|
10.39
|
|
|
10.10.2
|
|
S-1/A
|
10/4/2011
|
10.40
|
|
|
10.10.3
|
|
S-1/A
|
10/4/2011
|
10.41
|
|
|
10.10.4
|
|
S-1/A
|
10/4/2011
|
10.42
|
|
|
10.10.5
|
|
S-1/A
|
10/4/2011
|
10.43
|
|
|
10.10.6
|
|
S-1/A
|
10/4/2011
|
10.44
|
|
|
10.10.7
|
|
S-1/A
|
10/4/2011
|
10.45
|
|
|
10.10.8
|
|
S-1/A
|
10/4/2011
|
10.79
|
|
|
10.11
|
|
S-1
|
12/21/2010
|
10.48
|
|
|
10.12
|
|
S-1
|
12/21/2010
|
10.49
|
|
|
10.13
|
|
S-1
|
12/21/2010
|
10.50
|
|
|
10.14
|
|
S-1
|
12/21/2010
|
10.51
|
|
|
10.15
|
|
S-1
|
12/21/2010
|
10.52
|
|
|
10.16
|
|
S-1
|
12/21/2010
|
10.53
|
|
|
10.17
|
|
S-1/A
|
10/26/2011
|
10.82
|
|
|
10.18
|
|
S-1/A
|
10/26/2011
|
10.84
|
|
|
10.19
|
|
S-1/A
|
10/26/2011
|
10.83
|
|
|
10.20
|
|
8-K
|
11/18/2011
|
10.1
|
|
|
10.21
|
|
S-1
|
12/21/2010
|
10.54
|
|
|
10.22
|
|
S-1
|
12/21/2010
|
10.56
|
|
|
10.23
|
|
S-1
|
12/21/2010
|
10.58
|
|
|
10.24
|
|
S-1
|
12/21/2010
|
10.59
|
|
10.25
|
|
S-1
|
12/21/2010
|
10.57
|
|
|
10.26
|
|
S-1
|
12/21/2010
|
10.60
|
|
|
10.27
|
|
S-1/A
|
9/14/2011
|
10.77
|
|
|
10.28
|
|
S-1/A
|
9/14/2011
|
10.78
|
|
|
10.29
|
|
S-1/A
|
2/28/2011
|
10.68
|
|
|
10.29.1
|
|
S-1/A
|
2/28/2011
|
10.69
|
|
|
10.30
|
*
|
S-1/A
|
11/8/2011
|
10.70
|
|
|
10.30.1
|
|
S-1/A
|
10/4/2011
|
10.80
|
|
|
10.31
|
|
S-1/A
|
2/28/2011
|
10.71
|
|
|
10.31.1
|
|
S-1/A
|
2/28/2011
|
10.72
|
|
|
10.32
|
|
S-1/A
|
2/28/2011
|
10.73
|
|
|
10.33
|
|
S-1/A
|
2/28/2011
|
10.74
|
|
|
10.34
|
|
S-1/A
|
10/4/2011
|
10.81
|
|
|
10.35
|
|
8-K
|
3/12/2012
|
10.2
|
|
|
10.36
|
|
8-K
|
3/12/2012
|
10.3
|
|
|
10.37
|
|
8-K
|
3/12/2012
|
10.4
|
|
|
10.38
|
|
8-K
|
3/28/2012
|
10.1
|
|
|
10.39
|
*
|
10-Q
|
5/10/2012
|
10.6
|
|
|
10.40
|
|
10-K
|
3/15/2013
|
10.1
|
|
|
10.41
|
|
10-K
|
3/15/2013
|
10.2
|
|
|
10.42
|
|
10-K
|
3/15/2013
|
10.3
|
|
|
10.43
|
|
10-Q
|
5/8/2013
|
10.1
|
|
|
10.44
|
|
10-Q
|
8/8/2013
|
10.2
|
|
|
10.45
|
|
10-Q
|
11/12/2013
|
10.1
|
|
|
10.46
|
|
10-Q
|
11/12/2013
|
10.2
|
|
10.47
|
|
10-K
|
3/12/2014
|
10.93
|
|
|
10.48
|
*
|
10-K
|
3/16/2015
|
10.105
|
|
|
10.48.1
|
*
|
10-K
|
3/5/2018
|
10.48.1
|
|
|
10.49
|
|
10-K
|
3/16/2015
|
10.106
|
|
|
10.49.1
|
|
10-K
|
2/29/2016
|
10.62.1
|
|
|
10.50
|
|
10-K
|
3/16/2015
|
10.107
|
|
|
10.50.1
|
|
10-K
|
3/16/2015
|
10.108
|
|
|
10.50.2
|
|
10-K
|
2/29/2016
|
10.63.2
|
|
|
10.51
|
†
|
8-K
|
1/7/2016
|
10.1
|
|
|
10.52
|
†
|
8-K
|
1/7/2016
|
10.2
|
|
|
10.53
|
*
|
10-Q/A
|
11/3/2016
|
10.8
|
|
|
10.54
|
*
|
10-Q/A
|
11/3/2016
|
10.9
|
|
|
10.55
|
*
|
10-Q/A
|
11/3/2016
|
10.10
|
|
|
10.56
|
|
8-K
|
11/29/2016
|
10.1
|
|
|
10.57
|
†
|
8-K
|
1/7/2016
|
10.3
|
|
|
10.58
|
†
|
8-K
|
1/7/2016
|
10.4
|
|
|
10.59
|
†
|
8-K
|
1/7/2016
|
10.6
|
|
|
10.60
|
†
|
8-K
|
1/7/2016
|
10.7
|
|
|
10.61
|
*
|
10-K
|
3/5/2018
|
10.61
|
|
|
10.62
|
†
|
8-K
|
1/7/2016
|
10.5
|
|
|
10.63
|
†
|
|
|
|
X
|
|
21.1
|
|
10-K
|
3/5/2018
|
21.1
|
|
|
23.1
|
|
10-K
|
3/5/2018
|
23.1
|
|
|
24.1
|
|
Power of Attorney (included on signature page thereto)
|
10-K
|
3/5/2018
|
24.1
|
|
31.1
|
|
10-K
|
3/5/2018
|
31.1
|
|
|
31.2
|
|
10-K
|
3/5/2018
|
31.2
|
|
|
31.3
|
|
|
|
|
X
|
|
31.4
|
|
|
|
|
X
|
|
32.1
|
#
|
10-K
|
3/5/2018
|
32.1
|
|
|
32.2
|
#
|
|
|
|
X
|
101.INS
|
|
XBRL Instance Document (filed electronically therewith)
|
10-K
|
3/5/2018
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (filed electronically therewith)
|
10-K
|
3/5/2018
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically therewith)
|
10-K
|
3/5/2018
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document (filed electronically therewith)
|
10-K
|
3/5/2018
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically therewith)
|
10-K
|
3/5/2018
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document (filed electronically therewith)
|
10-K
|
3/5/2018
|
|
|
|
|
|
|
|
|
|
†
|
Indicates management contract or compensatory plan.
|
*
|
Indicates confidential treatment has been requested with respect to specific portions of this exhibit. Omitted portions have been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 19434, as amended.
|
#
|
The certifications attached as Exhibit 32.1 that accompanies the Annual Report on Form 10-K and Exhibit 32.2 that accompanies this Amendment No. 1 to the Annual Report on Form 10-K/A are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of NewLink Genetics Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of the Form 10-K or this Form 10-K/A, respectively, irrespective of any general incorporation language contained in such filing.
|
NEWLINK GENETICS CORPORATION
|
|
|
|
|
|
|
|
By:
|
/s/ Charles J. Link, Jr.
|
By:
|
/s/ John B. Henneman, III
|
Charles J. Link, Jr.
|
John B. Henneman, III
|
||
Chief Executive Officer
|
Chief Financial Officer and Secretary
|
||
(Principal Executive Officer)
|
(Principal Financial Officer)
|
||
Date: April 9, 2018
|
Date: April 9, 2018
|
||
|
|
|
|
|
|
By:
|
/s/ Carl W. Langren
|
|
Carl W. Langren
|
||
|
Vice President Finance
|
||
|
(Principal Accounting Officer)
|
||
|
Date: April 9, 2018
|
|
Name
|
|
|
|
Title
|
|
Date
|
|
|
|
|
|
|
||||
/s/ Charles J. Link, Jr.
|
|
Chief Executive Officer, Chairman of Board of Directors and Director
|
|
April 9, 2018
|
||||
Charles J. Link, Jr.
|
|
(Principal Executive Officer)
|
|
|
||||
/s/ John B. Henneman, III
|
|
Chief Financial Officer and Secretary
|
|
April 9, 2018
|
||||
John B. Henneman, III
|
|
(Principal Financial Officer)
|
|
|
||||
/s/ Carl W. Langren
|
|
Vice President Finance
|
|
April 9, 2018
|
||||
Carl W. Langren
|
|
(Principal Accounting Officer)
|
|
|
||||
*
|
|
Director
|
|
|
||||
Thomas A. Raffin
|
|
|
|
|
||||
*
|
|
Director
|
|
|
||||
Ernest J. Talarico, III
|
|
|
|
|
||||
*
|
|
Director
|
|
|
||||
Lota Zoth
|
|
|
|
|
||||
*
|
|
Director
|
|
|
||||
Paul Edick
|
|
|
|
|
||||
*
|
|
Director
|
|
|
||||
Paolo Pucci
|
|
|
|
|
||||
*
|
|
Director
|
|
|
||||
Nicholas N. Vahanian
|
|
|
|
|
||||
*By: /s/ Charles J. Link, Jr.
|
|
|
|
April 9, 2018
|
||||
Charles J. Link, Jr.
|
|
|
|
|
||||
Attorney-in-Fact
|
|
|
|
|
|
|
|
Incorporated By Reference
|
|
||
Exhibit Number
|
|
Description
|
Form
|
Filing Date
|
Number
|
Filed Herewith
|
2.1
|
|
8-K
|
3/20/2017
|
2.1
|
|
|
3.1
|
|
8-K
|
11/18/2011
|
3.1
|
|
|
3.2
|
|
8-K
|
5/14/2013
|
3.1
|
|
|
3.3
|
|
8-K
|
11/18/2011
|
3.2
|
|
|
4.1
|
|
S-1/A
|
10/26/2011
|
4.1
|
|
|
4.2
|
|
Reference is made to Exhibits 3.1, 3.2 and 3.3
|
|
|
|
|
4.3
|
|
10-Q
|
5/10/2012
|
4.3
|
|
|
10.1
|
†
|
S-1/A
|
11/8/2011
|
10.11
|
|
|
10.2
|
†
|
S-1
|
12/21/2010
|
10.2
|
|
|
10.3.1
|
†
|
S-1
|
12/21/2010
|
10.3
|
|
|
10.3.2
|
†
|
S-1
|
12/21/2010
|
10.4
|
|
|
10.3.3
|
†
|
S-1
|
12/21/2010
|
10.5
|
|
|
10.4
|
†
|
S-1
|
12/21/2010
|
10.6
|
|
|
10.4.1
|
†
|
S-1
|
12/21/2010
|
10.7
|
|
|
10.4.2
|
†
|
S-1
|
12/21/2010
|
10.8
|
|
|
10.4.3
|
†
|
10-Q
|
8/5/2014
|
10.6
|
|
|
10.4.4
|
†
|
10-Q
|
8/5/2014
|
10.7
|
|
|
10.4.5
|
†
|
10-Q
|
8/5/2014
|
10.8
|
|
|
10.5
|
†
|
8-K
|
5/14/2013
|
10.2
|
|
|
10.6
|
†
|
10-Q
|
11/8/2016
|
10.1
|
|
|
10.6.1
|
†
|
10-Q
|
8/5/2014
|
10.4
|
|
|
10.6.2
|
†
|
10-Q
|
8/5/2014
|
10.5
|
|
|
10.7
|
*
|
S-1/A
|
11/8/2011
|
10.46
|
|
|
10.7.1
|
*
|
S-1/A
|
11/8/2011
|
10.47
|
|
|
10.7.2
|
*
|
S-1/A
|
11/8/2011
|
10.48
|
|
|
10.7.3
|
*
|
S-1/A
|
11/8/2011
|
10.49
|
|
|
10.7.4
|
*
|
10-Q
|
11/10/2014
|
10.3
|
|
|
10.7.5
|
*
|
10-Q
|
11/10/2014
|
10.4
|
|
|
10.8
|
*
|
S-1
|
12/21/2010
|
10.41
|
|
10.9
|
*
|
S-1/A
|
11/8/2011
|
10.66
|
|
|
10.10
|
*
|
S-1/A
|
11/8/2011
|
10.38
|
|
|
10.10.1
|
|
S-1/A
|
10/4/2011
|
10.39
|
|
|
10.10.2
|
|
S-1/A
|
10/4/2011
|
10.40
|
|
|
10.10.3
|
|
S-1/A
|
10/4/2011
|
10.41
|
|
|
10.10.4
|
|
S-1/A
|
10/4/2011
|
10.42
|
|
|
10.10.5
|
|
S-1/A
|
10/4/2011
|
10.43
|
|
|
10.10.6
|
|
S-1/A
|
10/4/2011
|
10.44
|
|
|
10.10.7
|
|
S-1/A
|
10/4/2011
|
10.45
|
|
|
10.10.8
|
|
S-1/A
|
10/4/2011
|
10.79
|
|
|
10.11
|
|
S-1
|
12/21/2010
|
10.48
|
|
|
10.12
|
|
S-1
|
12/21/2010
|
10.49
|
|
|
10.13
|
|
S-1
|
12/21/2010
|
10.50
|
|
|
10.14
|
|
S-1
|
12/21/2010
|
10.51
|
|
|
10.15
|
|
S-1
|
12/21/2010
|
10.52
|
|
|
10.16
|
|
S-1
|
12/21/2010
|
10.53
|
|
|
10.17
|
|
S-1/A
|
10/26/2011
|
10.82
|
|
|
10.18
|
|
S-1/A
|
10/26/2011
|
10.84
|
|
|
10.19
|
|
S-1/A
|
10/26/2011
|
10.83
|
|
|
10.20
|
|
8-K
|
11/18/2011
|
10.1
|
|
|
10.21
|
|
S-1
|
12/21/2010
|
10.54
|
|
|
10.22
|
|
S-1
|
12/21/2010
|
10.56
|
|
|
10.23
|
|
S-1
|
12/21/2010
|
10.58
|
|
|
10.24
|
|
S-1
|
12/21/2010
|
10.59
|
|
|
10.25
|
|
S-1
|
12/21/2010
|
10.57
|
|
|
10.26
|
|
S-1
|
12/21/2010
|
10.60
|
|
|
10.27
|
|
S-1/A
|
9/14/2011
|
10.77
|
|
10.28
|
|
S-1/A
|
9/14/2011
|
10.78
|
|
|
10.29
|
|
S-1/A
|
2/28/2011
|
10.68
|
|
|
10.29.1
|
|
S-1/A
|
2/28/2011
|
10.69
|
|
|
10.30
|
*
|
S-1/A
|
11/8/2011
|
10.70
|
|
|
10.30.1
|
|
S-1/A
|
10/4/2011
|
10.80
|
|
|
10.31
|
|
S-1/A
|
2/28/2011
|
10.71
|
|
|
10.31.1
|
|
S-1/A
|
2/28/2011
|
10.72
|
|
|
10.32
|
|
S-1/A
|
2/28/2011
|
10.73
|
|
|
10.33
|
|
S-1/A
|
2/28/2011
|
10.74
|
|
|
10.34
|
|
S-1/A
|
10/4/2011
|
10.81
|
|
|
10.35
|
|
8-K
|
3/12/2012
|
10.2
|
|
|
10.36
|
|
8-K
|
3/12/2012
|
10.3
|
|
|
10.37
|
|
8-K
|
3/12/2012
|
10.4
|
|
|
10.38
|
|
8-K
|
3/28/2012
|
10.1
|
|
|
10.39
|
*
|
10-Q
|
5/10/2012
|
10.6
|
|
|
10.40
|
|
10-K
|
3/15/2013
|
10.1
|
|
|
10.41
|
|
10-K
|
3/15/2013
|
10.2
|
|
|
10.42
|
|
10-K
|
3/15/2013
|
10.3
|
|
|
10.43
|
|
10-Q
|
5/8/2013
|
10.1
|
|
|
10.44
|
|
10-Q
|
8/8/2013
|
10.2
|
|
|
10.45
|
|
10-Q
|
11/12/2013
|
10.1
|
|
|
10.46
|
|
10-Q
|
11/12/2013
|
10.2
|
|
|
10.47
|
|
10-K
|
3/12/2014
|
10.93
|
|
|
10.48
|
*
|
10-K
|
3/16/2015
|
10.105
|
|
10.48.1
|
*
|
10-K
|
3/5/2018
|
10.48.1
|
|
|
10.49
|
|
10-K
|
3/16/2015
|
10.106
|
|
|
10.49.1
|
|
10-K
|
2/29/2016
|
10.62.1
|
|
|
10.50
|
|
10-K
|
3/16/2015
|
10.107
|
|
|
10.50.1
|
|
10-K
|
3/16/2015
|
10.108
|
|
|
10.50.2
|
|
10-K
|
2/29/2016
|
10.63.2
|
|
|
10.51
|
†
|
8-K
|
1/7/2016
|
10.1
|
|
|
10.52
|
†
|
8-K
|
1/7/2016
|
10.2
|
|
|
10.53
|
*
|
10-Q/A
|
11/3/2016
|
10.8
|
|
|
10.54
|
*
|
10-Q/A
|
11/3/2016
|
10.9
|
|
|
10.55
|
*
|
10-Q/A
|
11/3/2016
|
10.10
|
|
|
10.56
|
|
8-K
|
11/29/2016
|
10.1
|
|
|
10.57
|
†
|
8-K
|
1/7/2016
|
10.3
|
|
|
10.58
|
†
|
8-K
|
1/7/2016
|
10.4
|
|
|
10.59
|
†
|
8-K
|
1/7/2016
|
10.6
|
|
|
10.60
|
†
|
8-K
|
1/7/2016
|
10.7
|
|
|
10.61
|
*
|
10-K
|
3/5/2018
|
10.61
|
|
|
10.62
|
†
|
8-K
|
1/7/2016
|
10.5
|
|
|
10.63
|
†
|
|
|
|
X
|
|
21.1
|
|
10-K
|
3/5/2018
|
21.1
|
|
|
23.1
|
|
10-K
|
3/5/2018
|
23.1
|
|
|
24.1
|
|
Power of Attorney (included on signature page thereto)
|
10-K
|
3/5/2018
|
24.1
|
|
31.1
|
|
10-K
|
3/5/2018
|
31.1
|
|
|
31.2
|
|
10-K
|
3/5/2018
|
31.2
|
|
|
31.3
|
|
|
|
|
X
|
|
31.4
|
|
|
|
|
X
|
|
32.1
|
#
|
10-K
|
3/5/2018
|
32.1
|
|
|
32.2
|
#
|
|
|
|
X
|
|
101.INS
|
|
XBRL Instance Document (filed electronically therewith)
|
10-K
|
3/5/2018
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (filed electronically therewith)
|
10-K
|
3/5/2018
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically therewith)
|
10-K
|
3/5/2018
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document (filed electronically therewith)
|
10-K
|
3/5/2018
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically therewith)
|
10-K
|
3/5/2018
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document (filed electronically therewith)
|
10-K
|
3/5/2018
|
|
|
|
|
|
|
|
|
|
†
|
Indicates management contract or compensatory plan.
|
*
|
Indicates confidential treatment has been requested with respect to specific portions of this exhibit. Omitted portions have been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 19434, as amended.
|
#
|
The certifications attached as Exhibit 32.1 that accompanies the Annual Report on Form 10-K and Exhibit 32.2 that accompanies this Amendment No. 1 to the Annual Report on Form 10-K/A are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of NewLink Genetics Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of the Form 10-K or this Form 10-K/A, respectively, irrespective of any general incorporation language contained in such filing.
|
By:
|
/s/ Charles Link, Jr.
|
Its:
|
CEO
|
|
|
|
|
Executive:
|
/s/ Eugene P. Kennedy
|
|
|
|
|
|
|
|
|
|
|
Employee's Name (Please Print):
|
Eugene P. Kennedy
|
Employee's Signature:
|
/s/ Eugene P. Kennedy
|
Date:
|
January 4, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of NewLink Genetics Corporation;
|
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;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
By:
|
/s/ Charles J. Link, Jr.
|
Charles J. Link, Jr.
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of NewLink Genetics Corporation;
|
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;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
By:
|
/s/ John B. Henneman III
|
John B. Henneman III
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
1.
|
The Company’s Amendment No. 1 to the Annual Report on Form 10-K/A for the period ended December 31, 2017, to which this Certification is attached as Exhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
|
2.
|
The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Charles J. Link, Jr.
|
Charles J. Link, Jr.
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
By:
|
/s/ John B. Henneman III
|
John B. Henneman III
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|