UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 1 on

FORM 10-Q/A

 

(Mark One)

 

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended June 30, 2005

 

 

OR

 

 

o

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: 0-21863

 

EPIX PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

04-3030815

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

161 FIRST STREET

CAMBRIDGE, MA 02142

(Address of principal executive offices, including zip code)

 

(617) 250-6000

(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    ý  No o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes    ý  No o

 

As of July 29, 2005, 23,273,035 shares of the registrant’s Common Stock, $.01 par value per share, were issued and outstanding.

 

 


 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-Q/A to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 is being filed by the Registrant solely to correct an administrative error in the Certifications of Principal Executive Officer and Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

 

2


 

PART II—OTHER INFORMATION

 

Item 6.

 

Exhibits

 

 

 

31.1

 

Certification of Principal Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Certification of Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

 

3


 

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: August 24, 2005

By:

/s/ Robert B. Pelletier

 

 

 

 

 

 

 

 

Robert B. Pelletier
Executive Director of Finance and Principal
Accounting Officer

 

4


 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

31.1

 

Certification of Principal Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Certification of Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

 

5