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, 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: 001-38273
ACM Research, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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94-3290283
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(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. EmployerIdentification
No.)
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42307 Osgood Road, Suite I, Fremont, California 94539
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(Address of Principal
Executive Offices) (Zip Code)
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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
and posted on its corporate Web site, if any, every Interactive
Data file required to be submitted and posted pursuant to Rule 405
of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post
such files). Yes ☑ No
☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of
the Exchange Act.
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Large accelerated
filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
file
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☐
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Smaller reporting
company
|
☑
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(Do not check
if a smaller reporting company)
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Emerging growth
company
|
☑
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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
registrant’s classes of
common stock, as of the latest practicable date.
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Class
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Number of Shares Outstanding
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Class A
Common Stock, $0.0001 par value
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13,626,637 shares outstanding as of May 9, 2018
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Class B
Common Stock, $0.0001 par value
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2,213,510 shares outstanding as of May 9, 2018
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EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-Q/A, or this
Amendment, to amend our Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2018, as filed with the Securities
and Exchange Commission on May 14, 2018, or the Original Form 10-Q.
This Amendment is being filed solely for the purpose of filing
Exhibits 10.05 and 10.06. In accordance with Rule 12b-15 under
the Securities Exchange Act of 1934, new certifications by our
principal executive officer and principal financial officer are
filed as Exhibits 31.01 and 31.02 to this Amendment. We are not
including new certifications pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code (18 U.S.C. 1350), as no
financial statements are being filed with this
Amendment.
Accordingly, this Amendment consists of only the facing page, this
explanatory note, Item 6 of Part II, “Exhibits,” and
Exhibits 10.05, 10.06, 31.01 and 31.02 hereto. This Amendment
is presented as of the filing date of the Original Form 10-Q and
does not reflect events occurring after that date, or modify or
update disclosures or exhibits in any way, other than as required
to reflect the filing of Exhibits 10.05 and 10.06.
Item 6. Exhibits
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Exhibit Number
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Description
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10.01*
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Advisory
Board Agreement dated May 1, 2016 by and between ACM Research, Inc.
and Chenming Hu
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10.02*
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Warrant
Exercise Agreement dated March 30, 2018 by and among ACM Research,
Inc., ACM Research (Shanghai), Inc., and Shengxin (Shanghai)
Management Consulting Limited Partnership
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10.03*
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Senior
Secured Promissory Note dated March 30, 2018 issued by Shengxin
(Shanghai) Management Consulting Limited Partnership to ACM
Research (Shanghai), Inc.
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10.04*
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Intercompany
Promissory Note dated March 30, 2018 issued by ACM Research
(Shanghai), Inc. to ACM Research, Inc.
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Lease
Agreement dated January 18, 2018 between ACM Research (Shanghai),
Inc. and Shanghai Shengyu Culture Development Co.,
Ltd.
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Lease
Amendment dated February 28, 2018 between ACM Research, Inc. and
D&J Construction, Inc.
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Certification
of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
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Certification
of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
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32.01*
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Certification
of Principal Executive Officer and Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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101.INS
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XBRL
Instance Document
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101.SCH
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XBRL
Taxonomy Extension Schema Document
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101.CAL
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XBRL
Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL
Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL
Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL
Taxonomy Extension Presentation Linkbase Document
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* Filed previously.
SIGNATURE
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.
ACM Research, Inc.
Dated: October15,
2018
By:
/s/ David H.
Wang
David
H. Wang
Chief
Executive Officer and President
Exhibit 10.5
Exhibit 10.6
Exhibit 31.01
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002
I,
David H. Wang, certify that:
1.
I have reviewed
this Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form
10-Q of ACM Research, Inc. for the quarterly period ended March 31,
2018 (as so amended, “this quarterly
report”).
2.
Based on my
knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly
report.
Dated: October 15,
2018
By:
/s/ David H.
Wang
David
H. Wang
Chief
Executive Officer and President
(Principal
Executive Officer)
Exhibit 31.02
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002
I, Lisa
Feng, certify that:
1.
I have reviewed
this Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form
10-Q of ACM Research, Inc. for the quarterly period ended March 31,
2018 (as so amended, “this quarterly
report”).
2.
Based on my
knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly
report.
Dated: October 15,
2018
By:
/s/ Lisa Feng
Lisa
Feng
Interim
Chief Financial Officer, Chief Accounting Officer and
Treasurer
(Principal
Financial Officer)