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 September 30, 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: 001-35776
Grace Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| State of Delaware | | 98-1359336 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
103 Carnegie Center Suite 300
Princeton, New Jersey 08540
(Address of principal executive offices, including zip code)
609-322-1602
(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, par value $0.0001 per share | GRCE | Nasdaq Stock 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 ☒
The number of outstanding shares of common stock of the registrant, par value per share of $0.0001, as of November 13, 2025, was 15,474,026.
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (the “Amendment”) is being filed solely to correct the number of shares of common stock outstanding on the cover page of the registrant’s Form 10-Q for the period ended September 30, 2025 (the “Original Filing”) filed with the Securities and Exchange Commission (the “Commission”) on November 13, 2025. No other changes have been made to the Original Filing, whether to update the Original Filing to reflect events occurring subsequent to the filing of the Original Filing or otherwise. As required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Form 10-Q/A contains new certifications by the registrant’s principal executive officer and principal financial officer, which are being filed as exhibits to this Form 10-Q/A. Because this Form 10-Q/A includes no financial statements, the registrant is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Item 6.
Exhibits
| Exhibit No. | | Description |
| | | |
| | Certificate of Incorporation of Grace Therapeutics, Inc. (incorporated by reference to Exhibit 3.3 on the Current Report on Form 8-K filed with the Commission on October 7, 2024) | |
| | | |
| | Certificate of Amendment to the Certificate of Incorporation of Grace Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 on the Current Report on Form 8-K filed with the Commission on October 28, 2024) | |
| | | |
| | Bylaws of Grace Therapeutics, Inc. (incorporated by reference to Exhibit 3.2 on the Current Report on Form 8-K filed with the Commission on October 28, 2024) | |
| | | |
| | Amendment No. 1 to Letter Agreement by and between Prashant Kohli and the Company, dated November 12, 2025 (incorporated by reference to Exhibit 10.1 on the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2025) | |
| | | |
| | Letter Agreement by and between Robert J. DelAversano and the Company, dated November 12, 2025 (incorporated by reference to Exhibit 10.2 on the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2025) | |
| | | |
| | Letter Agreement by and between Amresh Kumar and the Company, dated November 12, 2025 (incorporated by reference to Exhibit 10.3 on the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2025) | |
| | | |
| | Letter Agreement by and between Carrie D’Andrea and the Company, dated November 12, 2025 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2025) | |
| | | |
| | Letter Agreement by and between R. Loch Macdonald and the Company, dated November 12, 2025 (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2025) | |
| | | |
| | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934 | |
| | | |
| | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934 | |
| | | |
| | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 on the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2025) | |
| | | |
| | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.2 on the Quarterly Report on Form 10-Q filed with the Commission on November 13, 2025) | |
| | | |
| 101.INS | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| | | |
| 101.LAB | | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed or furnished herewith.
** Previously furnished with the Quarterly Report on Form 10-Q for the period ended September 30, 2025 filed with the Commission on November 13, 2025.
† Indicates a management contract or compensatory plan.
# Previously filed with the Quarterly Report on Form 10-Q for the period ended September 30, 2025 filed with the Commission on November 13, 2025.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| Dated: November 17, 2025 | | |
| | | |
| | GRACE THERAPEUTICS, INC. | |
| | | |
| | By: | /s/ Prashant Kohli |
| | | Name: Prashant Kohli |
| | | Title: Chief Executive Officer (Principal Executive Officer) |
| | | |
| | By: | /s/ Robert DelAversano |
| | | Name: Robert DelAversano |
| | | Title: Principal Financial Officer (Principal Financial Officer) |