TREACE MEDICAL CONCEPTS, INC. 10-Q/A

10-Q/A 1 d75474d10qa.htm 10-Q/A 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1) (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 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: 001-40355 Treace Medical Concepts, Inc. (Exact name of registrant as specified in its charter) Delaware 47-1052611 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 203 Fort Wade Rd, Suite 150 Ponte Vedra, Florida 32081 (Address of principal executive offices, including zip code) (904) 373-5940 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common stock, $0.001 par value TMCI The 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, 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 ☒ As of May 25, 2021, 52,750,115 shares of the registrant’s common stock, $0.001 par value per share, were outstanding. Explanatory Note The sole purpose of this Amendment No. 1 to Treace Medical Concepts, Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the period ended March 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on May 25, 2021 (the “Original Form 10-Q”), is to update the outstanding capitalization on the cover page. Because this Amendment No. 1 does not include any financial statements, the Company is not filing with this Form 10-Q/A any certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Except for the foregoing, no other changes have been made to the Original Form 10-Q, including to the consolidated financial statements. This Amendment No. 1 to the Original Form 10-Q speaks as of the filing date of the Original Form 10-Q, does not reflect events that may have occurred subsequent to the filing date of the Original Form 10-Q, and does not modify or update in any way disclosures made in the Original Form 10-Q. This Amendment No. 1 should be read in conjunction with the Original Form 10-Q and the Company’s other filings with the SEC. PART II OTHER INFORMATION Item 6. Exhibits. Exhibit Number Description Form Exhibit(s) Filing Date Filed Herewith 3.1 Amended and Restated Certificate of Incorporation of Treace Medical Concepts, Inc. 8-K 3.1 April 27, 2021 3.2 Amended and Restated Bylaws of Treace Medical Concepts, Inc. 8-K 3.2 April 27, 2021 4.1 Reference is made to Exhibits 3.1 and 3.2. 4.2 Form of Common Stock Certificate. S-1/A 4.2 April 19, 2021 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. X 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. X 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. 10-Q 32.1 May 25, 2021 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. 10-Q 32.1 May 25, 2021 † The certifications attached as Exhibit 32.1 and 32.2 that accompany this Original Form 10-Q are deemed furnished and not filed with the U.S. Securities and Exchange Commission and are not to be incorporated by reference into any filing of Treace Medical, Inc. 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 this Amendment No. 1 to the Original Form 10-Q, irrespective of any general incorporation language contained in such filing. 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. Treace Medical Concepts, Inc. Date: May 28, 2021 By: /s/ John T. Treace Name: John T. Treace Title: Chief Executive Officer and Director (Principal Executive Officer) Date: May 28, 2021 By: /s/ Mark L. Hair Name: Mark L. Hair Title: Chief Financial Officer (Principal Financial and Accounting Officer)