PUMA BIOTECHNOLOGY, INC. 10-Q/A

pbyi20250331_10qa.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No.1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 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: 001-35703 PUMA BIOTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 77-0683487 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 10880 Wilshire Boulevard, Suite 2150 , Los Angeles , CA 90024 (Address of principal executive offices) (Zip code) ( 424 ) 248-6500 (Registrant ’ s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share PBYI The NASDAQ Stock Market LLC (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 in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒. Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 50,370,723 shares of Common Stock, par value $0.0001 per share, were outstanding as of August 4, 2025. EXPLANATORY NOTE Puma Biotechnology, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, which was originally filed with the Securities and Exchange Commission on May 8, 2025 (the “Original Filing”), to revise Part II “Item 5. Other Information” of the Original Filing to add a Rule 10b5-1 trading arrangement entered into by Troy Wilson, a member of the Company’s board of directors, adopted on March 12, 2025, which was inadvertently omitted from the disclosure included in the Original Filing. In addition, as required by Rule 12b-15 of 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 to this Amendment, under Item 6 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as no financial statements are being filed with this Amendment. This Amendment does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures affected by subsequent events. Except for the items described above or contained in this Amendment, this Amendment speaks as of the original filing date of the Original Filing, and does not modify, amend or update any other item or disclosures in the Original Filing. PART II. OTHER INFORMATION Item 5. OTHER INFORMATION Trading Plans During the fiscal quarter ended March 31, 2025, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) who adopted or terminated contracts, instructions, written plans or arrangements for the purchase or sale of our securities are set forth in the table below: Trading Arrangement Total Shares of Common Name and Title Action Date Rule 10b5-1* Non-Rule 10b5-1** Stock to be Sold Expiration Date Allison Dorval, Board Member Adopt March 12, 2025 X Up to 23,220 shares June 18, 2026 Alessandra Cesano, Board Member Adopt March 11, 2025 X Up to 39,150 shares December 18, 2025 Jay Moyes, Board Member Adopt March 12, 2025 X Up to 44,000 shares June 16, 2026 Troy Wilson, Board Member Adopt March 12, 2025 X Up to 10,800 shares June 15, 2026 Adrian Senderowicz, Board Member Adopt March 12, 2025 X Up to 54,000 shares June 26, 2026 Brian Stuglik, Board Member Adopt March 12, 2025 X Up to 16,200 shares June 26, 2026 * Intended to satisfy the affirmative defense of Rule 10b5-1(c) ** Not intended to satisfy the affirmative defense of Rule 10b5-1(c) Item 6. EXHIBITS The following exhibits are filed with this Quarterly Report on Form 10-Q/A. Exhibit Number Description 31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 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 the Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 101 iXBRL (Inline Extensible Business Reporting Language) for the information under Part II, “Item 5, Other Information” of this Amendment No. 1 on Form 10-Q/A 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 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. PUMA BIOTECHNOLOGY, INC. Date: August 6, 2025 By: /s/ Alan H. Auerbach Alan H. Auerbach President and Chief Executive Officer (Principal Executive Officer) Date: August 6, 2025 By: /s/ Maximo F. Nougues Maximo Nougues Chief Financial Officer (Principal Financial and Accounting Officer)