Annual Report Amendment No. 1

0001553350-16-001829.txt : 20160401 0001553350-16-001829.hdr.sgml : 20160401 20160401131606 ACCESSION NUMBER: 0001553350-16-001829 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20141231 FILED AS OF DATE: 20160401 DATE AS OF CHANGE: 20160401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PURADYN FILTER TECHNOLOGIES INC CENTRAL INDEX KEY: 0001019787 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 141708544 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11991 FILM NUMBER: 161546152 BUSINESS ADDRESS: STREET 1: 2017 HIGH RIDGE ROAD CITY: BOYNTON BEACH STATE: FL ZIP: 33426 BUSINESS PHONE: 5615479499 MAIL ADDRESS: STREET 1: 2017 HIGH RIDGE ROAD CITY: BOYNTON BEACH STATE: FL ZIP: 33426 FORMER COMPANY: FORMER CONFORMED NAME: T F PURIFINER INC DATE OF NAME CHANGE: 19960726 10-K/A 1 pfti_10k.htm ANNUAL REPORT AMENDMENT NO. 1 Annual Report Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

Amendment No. 1

to the

FORM 10-K

———————


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

For the fiscal year ended December 31, 2014


¨	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 001-11991

PURADYN FILTER TECHNOLOGIES INCORPORATED

(Exact name of registrant as specified in its charter)

———————


Delaware		14-1708544
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

2017 HIGH RIDGE ROAD, BOYNTON BEACH, FLORIDA 33426

(Address of principal executive office) (Zip Code)

Registrant’s telephone number, including area code 561-547-9499

Securities registered under Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered
NONE		NONE

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, PAR VALUE $.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 þ

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 þ

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 þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ 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 the 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 filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes ¨ No þ

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $6,808,014 on June 30, 2014.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 48,683,135 shares of common stock are outstanding as of March 30, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the "2014 10-K") of Puradyn Filter Technologies Incorporated is being filed for the sole purpose of correcting a clerical error in which an exhibit was inadvertently omitted from the EDGAR filing of the 2014 10-K as originally filed on March 31, 2015. This Amendment No. 1. contains currently dated Section 302 certifications as Exhibits 31.1 and 31.2. No attempt has been made in this Amendment No. 1 to modify or update the disclosures presented in the 2014 10-K as previously filed. This Amendment No. 1 does not reflect events occurring after the filing of the original 2014 10-K or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the 2014 10-K and the registrant’s other filings with the SEC.

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:


Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation dated December 30, 1996 (2)
3.2		Certificate of Amendment to Certificate of Incorporation dated February 3, 1998 (3)
3.3		Bylaws (1)
3.4		Certificate of Amendment to the Certificate of Incorporation dated July 7, 2011 (14)
4.1		Form of common stock certificate (8)
4.2		Form of Class A Warrant issued to Mr. Vittoria (9)
4.3		Form of $1.25 common stock purchase warrant (7)
4.4		Form of Warrant Amendment (15)
4.5		Form of Common Stock Purchase Warrant to be issued to Catalyst Global LLC (22)
10.1		Agreement dated June 8, 2012 by and between Puradyn Filter Technologies Incorporated and Monarch Communications, Inc. (17)
10.2		1999 Stock Option Plan (4)
10.3		2000 Non-Employee Directors’ Plan (5)
10.4		2002 Audit Committee Charter (6)
10.5		Agreement between T/F Systems, Inc. and T/F Purifiner, Inc. dated March 1, 1991 (1)
10.6		Asset Purchase Agreement between T/F Systems, Inc. and T/F Purifiner, Inc. dated December 31, 1995 (1)
10.7		Lease Amendment #2 between Puradyn Filter Technologies, Inc. and Premier Gateway Center at Quantum LLP (10)
10.8		Master Distributor Agreement dated February 18, 2008 by and between Puradyn Filter Technologies Incorporated and Filter Solutions Ltd. (11)
10.9		Employment Agreement dated July 3, 2000 between Puradyn Filter Technologies Incorporated and Kevin Kroger, as amended (11)
10.10		Standby Commitment Agreement Amendment No. 16 dated March 5, 2014
10.11		Consulting Agreement dated October 20, 2009 between Puradyn Filter Technologies Incorporated and Boxwood Associates, Inc.(16)
10.12		2010 Stock Option Plan (13) (20)
10.13		Lease between Puradyn Filter Technologies, Inc. and Duke PBC At Quantum I-9, LLC (18)
10.14		Public Relations Agreement with Monarch Communications dated July 24, 2013 (19)
10.15		Investors Relations Agreement with Catalyst Global LLC dated October 1, 2014 (21)
10.16		Standby Commitment Agreement Amendment No. 17 dated March 19, 2014*
14.1		Business Ethics and Conflicts of Interest Statement (6)
21.1		Subsidiaries of the registrant (11)
23.1		Consent of Liggett, Vogt & Webb, P.A.**
31.1		Section 302 certification of Chief Executive Officer**
31.2		Section 302 certification of principal financial and accounting officer**
32.1		Section 906 certification of Chief Executive Officer*
32.2		Section 906 certification of principal financial and accounting officer *
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

filed herewith

(1)

Incorporated by reference from the exhibits to the registration statement on Form 10-SB, SEC File No. 001-11991, as filed with the Securities and Exchange Commission, on July 30, 1996, as amended.

(2)

Incorporated by reference from the exhibit to the Current Report on Form 8-K as filed on January 9, 1997.

(3)

Incorporated by reference from the exhibit to the Current Report on Form 8-K/A as filed on February 12, 1998.

(4)

Incorporated by reference to the registration statement on Form S-8, SEC File No. 333-91379, as filed with the Securities and Exchange Commission on November 22, 1999.

(5)

Incorporated by reference from the exhibits to the Annual Report on Form 10-KSB/A for the fiscal year ended December 31, 2000.

(6)

Incorporated by reference from the exhibits to the Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003.

(7)

Incorporated by reference to the Current Report on Form 8-K as filed on October 10, 2006.

(8)

Incorporated by reference to exhibits to the Form 8-A as filed with the Securities and Exchange Commission on December 6, 2001.

(9)

Incorporated by reference to exhibits to the Quarterly Report on Form 10-QSB for the period ended March 31, 2005.

(10)

Incorporated by reference to the exhibits to the Quarterly Report on Form 10-Q for the period ended June 30, 2008.

(11)

Incorporated by reference to the registration statement on Form S-1, SEC File No. 333-155,054, as declared effective on November 14, 2008, as amended.

(12)

Incorporated by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

(13)

Incorporated by reference to the registration statement on Form S-8, SEC File No. 333-169441, as filed with the Securities and Exchange Commission on September 16, 2010.

(14)

Incorporated by reference to the Quarterly Report on Form 10-Q for the period ended June 30, 2011.

(15)

Incorporated by reference to the Current Report on Form 8-K as filed on November 28, 2012

(16)

Incorporated by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

(17) Incorporated by reference to the Quarterly Report on Form 10-Q for the period ended June 30, 2012.

(18)

Incorporated by reference to the Quarterly Report on Form 10-Q for the period ended September 30, 2012.

(19)

Incorporated by reference to the Quarterly Report on Form 10-Q for the period ended September 30, 2013.

(20)

Incorporated by reference to the registration statement on Form S-8, SEC File No. 333-197098, as filed with the Securities and Exchange Commission on June 27, 2014.

(21)

Incorporated by reference to the Quarterly Report on Form 10-Q for the period ended September 30, 2014.

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.


	Puradyn Filter Technologies Incorporated


	By:	/s/ Joseph V. Vittoria
		Chairman and Chief Executive Officer
		Date: April 1, 2016

EX-23.1 2 pfti_ex23z1.htm CONSENT Annual Report

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 of Puradyn Filter Technologies Incorporated (the “Company”) of our report dated March 30, 2015 with respect to the balance sheets of the Company as of December 31, 2014 and 2013, and the related statements of operations, changes in stockholders’ deficit and cash flows for the two years then ended included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, and to the reference to our firm under the heading “Experts” in the prospectus.

Liggett, Vogt & Webb, P.A.

LIGGETT, VOGT & WEBB, P.A.

Certified Public Accountants

Boynton Beach, Florida

March 30, 2015

EX-31.1 3 pfti_ex31z1.htm CERTIFICATION Certification

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, Joseph V. Vittoria, certify that:


1.	I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2014 of Puradyn Filter Technologies Incorporated; and
2.	Based on my knowledge, this 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 report.

April 1, 2016

/s/ Joseph V. Vittoria

Joseph V. Vittoria, Chairman and Chief Executive Officer, principal executive officer

EX-31.2 4 pfti_ex31z2.htm CERTIFICATION Certification

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification

I, Alan J. Sandler, certify that:


1.	I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2014 of Puradyn Filter Technologies Incorporated; and
2.	Based on my knowledge, this 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 report.

April 1, 2016

/s/ Alan J. Sandler

Alan J. Sandler, Secretary to the Board, Vice President, principal financial and accounting officer