10-Q/A 1 establishmentlabs10qa_2018.htm 10-Q/A Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
(Amendment No.1)
(Mark One) 
x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018
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: 001-38593
Establishment Labs Holdings Inc.
(Exact name of Registrant as specified in its charter)
British Virgin Islands

 
Not applicable
State or Other Jurisdiction of
Incorporation or Organization
 
I.R.S. Employer Identification No.
 
 
 
Building B15 and 25
Coyol Free Zone
Alajuela
Costa Rica
 
Not applicable
Address of Principal Executive Offices
 
Zip Code

 
 
+506 2434 2400
 
 
Registrant’s Telephone Number, Including Area Code

 
 
 
 
 
 
 
Not applicable
 
 
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report
 
 
 
 
 
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 x
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 x
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 o
 
Accelerated filer o
Non-accelerated filer x
 
Smaller reporting company o
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 Act).  Yes ¨    No x
The number of the registrant’s common shares outstanding as of August 14, 2018 was 20,471,340.




EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2018, or the Form 10-Q, as filed with the Securities and Exchange Commission on August 14, 2018, is to furnish Exhibit 101 to the Form 10-Q which contains the XBRL, or eXtensible Business Reporting Language, Interactive Data File for the financial statements and notes included in Part I, Item 1 of the Form 10-Q. As permitted by Rule 405(a)(2)(ii) of Regulation S-T, Exhibit 101 was required to be furnished by amendment within 30 days of the original filing date of the Form 10-Q. No changes have been made to the Form 10-Q other than the furnishing of Exhibit 101 described above.
This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.



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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)     Exhibits.
Exhibits
 
Description
 
 
 
 
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
# Previously filed August 14, 2018 as an exhibit with the Quarterly Report on Form 10-Q of Establishment Labs Holdings Inc. for the period ended June 30, 2018.
+ Indicates management contract or compensatory plan or arrangement.
* The certifications filed as Exhibits 32.1 are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the Company under the Securities Exchange Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof irrespective of any general incorporation by reference language contained in any such filing, except to the extent that the registrant specifically incorporates it by reference.


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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.
 
 
ESTABLISHMENT LABS HOLDINGS INC.
 
 
 
 
 
 
By:
 /s/ Juan José Chacón Quirós
 
 
 
 
Date:
September 13, 2018
By:
Juan José Chacón Quirós

 
 
Title:
Chief Executive Officer and Director
 
 
 
(Principal Executive Officer)
 
 
 
 
Date:
September 13, 2018
By:
 /s/ Renee Gaeta
 
 
 
 
 
 
Name:
Renee Gaeta
 
 
Title:
Chief Financial Officer
 
 
 
(Principal Financial Officer and Chief Accounting Officer)


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