Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A

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

For the fiscal year ended December 31, 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 000-30929
 
KERYX BIOPHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
13-4087132
(I.R.S. Employer
Identification No.)
 
750 Lexington Avenue
New York, New York
(Address of principal executive offices)
 
10022
(Zip Code)

Registrant’s telephone number, including area code: (212) 531-5965

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.001 Per Share
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes £ No x
 
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 x No £
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £
 
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):
Large accelerated filer £   Accelerated filer x  Non-accelerated filer £
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No x
 
The aggregate market value of voting common stock held by non-affiliates of the registrant (assuming, for purposes of this calculation, without conceding, that all executive officers and directors are “affiliates”) was $344,200,850 as of June 30, 2005, based on the closing sale price of such stock as reported on the Nasdaq National Market.
 
There were 37,961,696 shares of the registrant’s common stock outstanding as of February 28, 2006.
 
DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for the 2006 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K.

Explanatory Note

Keryx Biopharmaceuticals, Inc. (“Keryx”) is filing this first amendment on Form 10-K/A to its Form 10-K for the year ended December 31, 2005 (the “Form 10-K”), in order to file the exhibits to the License Agreement between Keryx and Panion & BF Biotech, Inc. dated as of November 7, 2005 (the “License Agreement”). The License Agreement was originally filed with the Form 10-K. The Securities and Exchange Commission has requested that Keryx file the exhibits to the License Agreement as part of its review of Keryx’s confidential treatment request with respect to the License Agreement. Except as described above, no other changes were made to the Form 10-K filed on March 8, 2006.
 

PART IV

ITEM 15. EXHIBITS and FINANCIAL STATEMENT SCHEDULES

(a)
3. Exhibits

Exhibit
  
Number
Exhibit Description
 
 
License Agreement between Keryx Biopharmaceuticals, Inc. and Panion & BF Biotech,  Inc. dated as of November 7, 2005.
 
*
Confidential treatment has been requested with respect to the omitted portions of this exhibit.
 
 
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.
 
     
  KERYX BIOPHARMACEUTICALS, INC.
 
 		  
 		  
 
Date:  May 10, 2006. By:   /s/ Ronald C. Renaud, Jr
 
Ronald C. Renaud, Jr
Senior Vice President, Chief Financial Officer, Secretary and
Treasurer
 
 

EXHIBIT INDEX

Exhibit
  
 
Number
  
Exhibit Description
   
 
License Agreement between Keryx Biopharmaceuticals, Inc. and Panion & BF Biotech,  Inc. dated as of November 7, 2005.
 
  
 
*
Confidential treatment has been requested with respect to the omitted portions of this exhibit.