Amended Quarterly Report (10-q/a)
May 16 2019 - 5:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
Quarterly Period Ended March 31, 2019
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 000-54239
Digipath,
Inc.
(Exact
name of registrant issuer as specified in its charter)
Nevada
|
|
27-3601979
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
|
|
|
6450
Cameron St Suite 113 Las Vegas, NV
|
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89118
|
(Address
of principal executive offices)
|
|
(zip
code)
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(702)
527-2060
(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.
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).
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 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 (Do not check if a smaller reporting company)
|
[ ]
|
|
Smaller
reporting company
|
[ ]
|
|
|
|
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. [ ]
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
The
number of shares of registrant’s common stock outstanding as of May 13, 2019 was 47,659,716.
Securities
registered pursuant to Section 12(b) of the Act: None
Explanatory
note
The
sole purpose of this Amendment to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 of Digipath,
Inc. (the “Company”) filed with the Securities and Exchange Commission on May 16, 2019 (the “Form 10-Q”)
is to furnish Exhibits 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.
EXHIBIT
INDEX
Exhibit
|
|
Description
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3.1
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Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Form 10 filed with the Securities and Exchange Commission by Digipath, Inc. on July 15, 2011)
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3.2
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Bylaws (incorporated by reference to Exhibit 3.2 of the Form 10 filed with the Securities and Exchange Commission by Digipath, Inc. on July 15, 2011)
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3.3
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Certificate of Amendment to Articles of Incorporation dated April 4, 2014 (incorporated by reference to Exhibit 3.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on April 10, 2014)
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3.4
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Certificate of Designations, Preferences, Limitations, Restrictions and Relative Rights of Series A Convertible Preferred Stock dated April 9, 2014 (incorporated by reference to Exhibit 3.2 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on April 10, 2014)
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3.5
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Certificate of Amendment to Articles of Incorporation dated May 22, 2015 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on May 26, 2015)
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4.1
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Form of 8% Senior Secured Convertible Notes due December 31, 2020 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on November 21, 2018)
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10.1
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Security Agreement between Digipath Labs, Inc. and collateral agent for the holders of the 8% Senior Secured Convertible Notes due December 31, 2020 (incorporated by reference to Exhibit 10.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on November 21, 2018)
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31.1*
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Section 302 Certification of Chief Executive Officer
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31.2*
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Section 302 Certification of Chief Financial Officer
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32.1*
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Section 906 Certification of Chief Executive Officer
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32.2*
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Section 906 Certification of Chief Financial Officer
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101.INS*
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XBRL
Instance Document
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101.SCH*
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XBRL
Schema Document
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101.CAL*
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XBRL
Calculation Linkbase Document
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101.DEF*
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XBRL
Definition Linkbase Document
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101.LAB*
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XBRL
Labels Linkbase Document
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101.PRE*
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XBRL
Presentation Linkbase Document
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*
Filed herewith.
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.
Date:
May 16, 2019
DIGIPATH,
INC.
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By:
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/s/
Todd Denkin
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Name:
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Todd
Denkin
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Title:
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Chief
Executive Officer and Director
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|
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By:
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/s/
Todd Peterson
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Name:
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Todd
Peterson
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Title:
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Chief
Financial Officer and Secretary
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