MoonLake Immunotherapeutics 10-Q for FY2022 Q2

MoonLake Immunotherapeutics (MLTX)

10-Q 2022-08-12 For: 2022-06-30

Added on April 08, 2026

About this 10-Q

MoonLake Immunotherapeutics filed this 10-Q on August 12, 2022, covering the quarter ended June 30, 2022 (FY2022 Q2).

Headline figures

Quarter ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $12.12M; compared with a net loss of $32.69M a year earlier
Diluted EPS: -$0.34; compared with -$2.90 a year earlier

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Cayman Islands						N/A
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

Dorfstrasse 29
6300 Zug
Switzerland						N/A
(Address of principal executive offices)						(ZIP Code)


PART I. FINANCIAL INFORMATION			2
Item 1. Financial Statements (Unaudited)			2
Condensed Consolidated Balance Sheets			2
Condensed Consolidated Statements of Operations and Comprehensive Loss			3
Condensed Consolidated Statements of Changes In Equity			4
Condensed Consolidated Statements of Cash Flows			6
Notes to Condensed C onsolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			23
Item 3. Quantitative and Qualitative Disclosures About Market Risk			37
Item 4. Controls and Procedures			37
PART II. OTHER INFORMATION			39
Item 1. Legal Proceedings			39
Item 1 A . Risk Factors			39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			39
Item 3. Defaults Upon Senior Securities			39
Item 4. Mine Safety Disclosures			39
Item 5. Other Information			39
Item 6. Exhibits			40
SIGNATURES			42


	June 30, 2022 (Unaudited)		December 31, 2021
Current assets
Cash	$	92,707,931	$	8,038,845


Other receivables	557,048		148,774
Prepaid expenses	5,112,702		1,449,096

Total current assets	98,377,681		9,636,715

Non-current assets
Property and equipment, net	55,971		45,739




Total non-current assets	55,971		45,739
Total assets	$	98,433,652	$	9,682,454

Current liabilities
Trade and other payables	$	791,061	$	1,569,290
Short-term loans	—		15,000,000
Accrued expenses and other current liabilities	3,065,951		4,518,311


Total current liabilities	3,857,012		21,087,601

Non-current liabilities
Pension liability	18,588		239,860

Total non-current liabilities	18,588		239,860
Total liabilities	3,875,600		21,327,461
Commitments and contingencies (Note 13)

Equity (deficit)
Series A Preferred Shares, CHF 0.10 par value; 22,880,908 authorized; 22,880,908 shares issued and outstanding as of December 31, 2021 (liquidation preference of $33.4 million);	—		72,466
Common Shares, CHF 0.10 par value; 13,119,092 authorized; 12,161,331 shares issued and 10,218,495 shares outstanding as of December 31, 2021	—		38,537
Treasury Shares, 1,942,837 as of December 31, 2021	—		(6,202)
Class A Ordinary Shares: $0.0001 par value; 500,000,000 shares authorized; 36,925,639 shares issued and outstanding as of June 30, 2022	3,693		—
Class C Ordinary Shares: $0.0001 par value; 100,000,000 shares authorized; 15,775,472 shares issued and outstanding as of June 30, 2022	1,578		—
Additional paid-in capital	122,053,558		42,061,984
Accumulated deficit	(58,677,824)		(53,643,615)
Accumulated other comprehensive income (loss)	133,723		(168,177)
Total shareholders' equity (deficit)	63,514,728		(11,645,007)
Noncontrolling interests	31,043,324		—
Total equity (deficit)	94,558,052		(11,645,007)
Total liabilities and equity (deficit)	$	98,433,652	$	9,682,454


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021 (As restated)1		2022		2021 (As restated)1
Operating expenses
Research and development	$	(11,400,541)	$	(29,867,218)	$	(21,655,404)	$	(29,867,218)
General and administrative	(6,251,636)		(2,814,781)		(11,939,088)		(3,165,236)
Total operating expenses	(17,652,177)		(32,681,999)		(33,594,492)		(33,032,454)
Operating loss	(17,652,177)		(32,681,999)		(33,594,492)		(33,032,454)

Other income (expense), net	245,130		(3,780)		314,635		(4,998)



Loss before income tax	(17,407,047)		(32,685,779)		(33,279,857)		(33,037,452)

Income tax expense	(9,282)		—		(16,614)		—
Net loss	$	(17,416,329)	$	(32,685,779)	$	(33,296,471)	$	(33,037,452)
Of which: net loss attributable to controlling interests shareholders	(12,120,719)		(32,685,779)		(22,754,974)		(33,037,452)
Of which: net loss attributable to noncontrolling interests shareholders	(5,295,610)		—		(10,541,497)		—

Actuarial income (loss) on employee benefit plans	101,597		(1,000)		367,866		(1,000)
Other comprehensive income (loss)	101,597		(1,000)		367,866		(1,000)
Comprehensive loss	$	(17,314,732)	$	(32,686,779)	$	(32,928,605)	$	(33,038,452)
Comprehensive loss attributable to controlling interests shareholders	(12,052,683)		(32,686,779)		(22,508,629)		(33,038,452)
Comprehensive loss attributable to noncontrolling interests	(5,262,049)		—		(10,419,976)		—

Weighted-average number of Class A Ordinary Shares, basic and diluted2	35,201,713		—		20,191,072		—
Basic and diluted net loss per share attributable to controlling interests shareholders	$	(0.34)	$	—	$	(1.13)	$	—

Weighted-average number of Common Shares, basic and diluted2	—		11,278,991		—		15,632,208
Basic and diluted net loss per Common Share	$	—	$	(2.90)	$	—	$	(2.11)


	MoonLake AG Series A Preferred Shares			MoonLake AG Common Shares			MoonLake AG Common Shares Held In Treasury			Class A Ordinary Shares			Class C Ordinary Shares		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Shareholders' Equity (Deficit)		Noncontrolling Interests		Total Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount			Shares													Amount
Balance at March 10, 2021 (As previously reported)	—	$	—	1,000,000	$	106,508	—	$	—	—	$	—		—	$	—	$	—	$	—	$	—	$	106,508	$	—	$	106,508
Retroactive application of the recapitalization due to the Business Combination (Note 2)	—	—		32,638,698	—		—	—		—	—			—	—		—		—		—		—		—		—
Balance at March 10, 2021, effect of Business Combination (Note 2)	—	$	—	33,638,698	$	106,508	—	$	—	—	$	—		—	$	—	$	—	$	—	$	—	$	106,508	$	—	$	106,508
Net loss for the period from March 10, 2021 to March 31, 2021	—	—		—	—		—	—		—	—			—	—		—		(351,673)		—		(351,673)		—		(351,673)
Balance at March 31, 2021, effect of Business Combination (Note 2)	—	$	—	33,638,698	$	106,508	—	$	—	—	$	—		—	$	—	$	—	$	(351,673)	$	—	$	(245,165)	$	—	$	(245,165)
Share-based compensation expense through transfer of existing Common shares (3,330,231) to Merck KGaA, Darmstadt, Germany, and conversion of transferred shares into Series A Preferred shares	3,330,231	10,544		(3,330,231)	(10,544)		—	—		—	—			—	—		4,851,000		—		—		4,851,000		—		4,851,000
Share based compensation granted under the equity incentive plans ESPP, ESOP, and Restricted Founders Shares	—	—		—	—		—	—		—	—			—	—		1,250,365		—		—		1,250,365		—		1,250,365
Transfer of existing Common shares (19,207,697) to new shareholders, concurrent capital contribution by new shareholders net of share issuance cost of $279,364, and conversion of transferred shares into Series A Preferred shares	19,207,697	60,816		(19,207,697)	(60,816)		—	—		—	—			—	—		27,659,237		—		—		27,659,237		—		27,659,237
Net loss for the three months ended June 30, 2021	—	—		—	—		—	—		—	—			—	—		—		(32,685,779)		—		(32,685,779)		—		(32,685,779)
Other comprehensive loss	—	—		—	—		—	—		—	—			—	—		—		—		(1,000)		(1,000)		—		(1,000)
Balance at June 30, 2021, effect of Business Combination (Note 2)	22,537,928	$	71,360	11,100,770	$	35,148	—	$	—	—	$	—		—	$	—	$	33,760,602	$	(33,037,452)	$	(1,000)	$	828,658	$	—	$	828,658


	Six Months Ended June 30, 2022		Six Months Ended June 30, 2021 (As restated)3
Cash flow from operating activities
Net loss	$	(33,296,471)	$	(33,037,452)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	5,776		213
Share-based payment	4,473,094		1,250,365
Share-based compensation for the in-licensing agreement	—		4,851,000
Net periodic pension benefit cost for the qualified pension plan	151,380		4,645
Other non-cash items	20,913		—
Changes in operating assets and liabilities:
Other receivables	(408,274)		(10,778)


Prepaid expenses	(3,663,606)		(45,318)
Trade and other payables	(778,229)		549,268
Accrued expenses and other current liabilities	(1,450,930)		733,484


Net cash flow used in operating activities	(34,946,347)		(25,704,573)

Cash flow from investing activities
Purchase of property and equipment	(16,008)		(20,683)
Net cash flow used in investing activities	(16,008)		(20,683)

Cash flow from financing activities
Issuance of shares at incorporation	—		106,508

Issuance of Series A Preferred Shares, net	—		27,659,237
Proceeds from Business Combination	134,646,009		—
Contribution for Par Value of Class V Shares	42,935		—
Repayment of Loan Liability	(15,000,000)		—


Net cash flow provided by financing activities	119,688,944		27,765,745

Effect of movements in exchange rates on cash held	(57,502)		—
Net change in cash	84,669,087		2,040,489

Cash, beginning of period	8,038,845		—
Cash, end of period	$	92,707,932	$	2,040,489

Supplemental disclosure of non-cash investing information:
Property and equipment purchased but not paid	$	—	$	2,580


	in thousands
Investments held in Trust Account	$	115,051
Less cash to cover redemptions of the Class A Ordinary Shares issued by Helix prior to the Closing Date	(80,842)
Plus PIPE investment	116,000
Less Helix transaction expense	(15,520)
of which accrued expenses	(5,798)
of which deferred IPO underwriting fee	(4,025)
of which other transaction expenses	(5,697)
Available Closing Date Cash	$	134,689


Helix Acquisition Corp. Ordinary Shares prior to the Business Combination			14,805,000
Of which Class A Ordinary Shares (Helix management - IPO private placement shares)			430,000
Of which Class A Ordinary Shares redeemable			11,500,000
Of which Class B Ordinary Shares (Helix management - sponsor promote)			2,875,000
Less redemptions of the Class A Ordinary Shares issued by Helix prior to the Closing Date			(8,080,645)
Plus issuance of Helix Class A Ordinary Shares to PIPE Investors			11,700,000
Plus issuance of Helix Class A Ordinary Shares to BVF Shareholders			18,501,284
Total MoonLake Class A Ordinary Shares Outstanding at Closing			36,925,639
Plus issuance of Helix Class C Ordinary Shares to ML Parties (other than the BVF Shareholders)			15,775,472
Total MoonLake Class A and Class C Ordinary Shares Outstanding at Closing			52,701,111


	June 30, 2022		December 31, 2021
Advances on insurances	$	2,714,439	$	23,141
Advances on non-clinical research and clinical development services	2,236,442		547,586
Advances on supply and manufacturing services	83,559		750,622
Other prepayments	78,262		127,747




Total	$	5,112,702	$	1,449,096


	June 30, 2022		December 31, 2021
Supply and manufacturing fees payable	$	401,991	$	183,298
Legal and intellectual property (“IP”) advisory fees payable	246,750		1,233,070
Other consulting and advisory services	78,514		71,938
Research and development services	13,130		50,088


Other payables	50,676		30,896
Total	$	791,061	$	1,569,290


	June 30, 2022		December 31, 2021
Tax liabilities	$	1,559,202	$	63,922
License fees	636,217		2,055,687
Bonuses and related employees compensation expenses	530,714		1,419,137
Consultant and other fees	277,540		49,211
Legal fees	62,278		930,354
Total	$	3,065,951	$	4,518,311


	Three months ended June 30, 2022		Three months ended June 30, 2021		Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
Service cost	$	109,607	$	11,423	$	225,965	$	11,423
Interest cost	1,229		—		2,533		—
Expected return on plan assets	(3,771)		—		(7,775)		—

Amortization of Unrecognized Loss	442		—		910		—

Total Net Periodic Benefit Cost	$	107,507	$	11,423	$	221,633	$	11,423


	Series A Preferred Shares(1)		Common Shares(1)		Common Shares Held In Treasury(2)	Class A Ordinary Shares(3)		Class C Ordinary Shares(3)		Total Number of Shares
	Authorized	Issued	Authorized	Issued	Issued	Authorized	Issued	Authorized	Issued	Authorized	Issued and Outstanding
Balance - December 31, 2021	22,880,908	22,880,908	13,119,092	12,161,331	(1,942,837)	—	—	—	—	36,000,000	33,099,402
Share-based payment under the equity incentive plan ESPP	—	—	—	—	1,177,354	—	—	—	—	—	1,177,354
Balance - March 31, 2022	22,880,908	22,880,908	13,119,092	12,161,331	(765,483)	—	—	—	—	36,000,000	34,276,756
Issuance of Class A Ordinary Shares upon Business Combination	—	—	—	—	—	500,000,000	18,424,355	100,000,000	—	600,000,000	18,424,355
Conversion of MoonLake AG shares into Class A Ordinary Shares and Class C Ordinary shares following the Business Combination	(22,880,908)	(22,880,908)	(13,119,092)	(12,161,331)	765,483	—	18,501,284	—	15,775,472	(36,000,000)	—
Balance - June 30, 2022	—	—	—	—	—	500,000,000	36,925,639	100,000,000	15,775,472	600,000,000	52,701,111


Compensation Plan	Three months ended June 30, 2022		Three months ended June 30, 2021		Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
MoonLake AG Restricted Founder Shares	$	1,197,953	$	1,250,365	$	2,408,035	$	1,250,365
MoonLake AG ESPP	1,056,516		—		1,749,194		—


MoonLake AG ESOP	114,615		—		200,726		—


MoonLake Immunotherapeutics 2022 Equity Incentive Plan	115,139		—		115,139		—
Total share-based compensation expense4	$	2,484,223	$	1,250,365	$	4,473,094	$	1,250,365
Of which: included in R&D expense	138,037		—		218,930		—
Of which: included in G&A expense	2,346,186		1,250,365		4,254,164		1,250,365


Grant date			4/28/2021
Estimated fair value per share of Restricted Founder Shares on the grant date ($) (1)			49
Estimated fair value of Restricted Founder Shares on the resignation date of one of the co-founders of MoonLake AG ($) (2)			336.39
Purchase price (CHF)			0.10
(1) MoonLake AG estimated the fair value of the Restricted Founder Shares with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer to Note 9 of the audited consolidated financial statements for the year ended December 31, 2021).
(2) MoonLake AG estimated the fair value of the Restricted Founder Shares at co-founder’s resignation date by dividing the Company Enterprise Value ($360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196).


Weighted average assumptions for the awards issued during the six months ended June 30, 2022
Grant dates			5/1/2022, 6/22/2022
Estimated fair value of the option on the grant date using Black-Scholes model ($) (1)			172.57
Exercise price (CHF)			27.25
Expected term of the award on the grant date (years) (2)			6
Expected volatility of the share price (3)			0.75
Risk-free interest rate (4)			3%
Expected dividend rate			0
(1) MoonLake AG estimated the fair value of the Common Shares multiplying the MoonLake Immunotherapeutics closing date trading share price on the grant date by the Exchange Ratio. (2) The expected term represents the period that share-based awards are expected to be outstanding. (3) The expected volatility was derived from the historical stock volatilities of comparable peer public companies within the Company’s industry. (4) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the measurement date with maturities approximately equal to the expected term.


	Total		Less than 1 year		1 to 5 Years		More than 5 years

Purchase obligations(1)	$	44,419,408	$	28,732,111	$	15,687,297	—
Lease commitments(2)	350,326		150,140		200,186		—
Total contractual obligations	$	44,769,734	$	28,882,251	$	15,887,483	—


31.2*						Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**						Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*						Inline XBRL Instance Document.
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).








Grants awarded
Program			Restricted Founder Shares
Awards outstanding at January 1, 2022			4,440,308



Awards vested for the six months ended June 30, 2022			(1,665,116)
Awards outstanding at June 30, 2022			2,775,192


ESPP 2021
Assumptions for the awards issued during the six months ended June 30, 2022
Grant dates			01/18/2022
Estimated fair value per share of Common Shares on the grant date ($) (1)			336.39
Purchase price (CHF)			0.10
(1) MoonLake AG estimated the fair value of the Common Shares by dividing the Company Enterprise Value ($360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196).

Grants awarded
Program			ESPP
Awards outstanding at January 1, 2022			1,060,561



Awards granted for the six months ended June 30, 2022			1,177,354
Awards outstanding at June 30, 2022			2,237,915


Grants awarded
Program			ESOP
Awards outstanding at January 1, 2022			224,033



Awards granted for the six months ended June 30, 2022			242,737
Awards outstanding at June 30, 2022			466,770
Awards exercisable at June 30, 2022			—


Grant date			4/6/2022
Estimated fair value of the option on the grant date using Black-Scholes model ($)			8.25
Exercise price ($)			12.25
Expected term of the award on the grant date (years)			6
Expected volatility of the share price			75%
Risk-free interest rate			3%
Expected dividend rate			-


	Three Months Ended June 30, 2022		Three Months Ended June 30, 2021		Change		Change %

Operating expenses
Research and development	$	(11,400,541)	$	(29,867,218)	$	18,466,677	(61.8)	%
General and administrative	(6,251,636)		(2,814,781)		(3,436,855)		122.1	%
Total operating expenses	(17,652,177)		$	(32,681,999)	15,029,822		(46.0)	%
Operating loss	(17,652,177)		$	(32,681,999)	15,029,822		(46.0)	%



Other income (expense), net	245,130		$	(3,780)	248,910		6,584.9	%
Loss before income tax	(17,407,047)		$	(32,685,779)	15,278,732		(46.7)	%

Income tax expense	(9,282)		$	—	(9,282)		-
Net loss	(17,416,329)		$	(32,685,779)	15,269,450		(46.7)	%

Actuarial income (loss) on employee benefit plans	101,597		$	(1,000)	102,597		10,259.7	%
Other comprehensive income (loss)	101,597		$	(1,000)	102,597		10,259.7	%
Comprehensive loss	$	(17,314,732)	$	(32,686,779)	$	15,372,047	(47.0)	%


	For the six months ended
	June 30, 2022		June 30, 2021
Net cash used in operating activities	$	(34,946,347)	$	(25,704,573)
Net cash used in investing activities	(16,008)		(20,683)
Net cash provided by financing activities	119,688,944		27,765,745
Effect of movements in exchange rates on cash held	(57,502)		—
Net increase in cash	$	84,669,087	$	2,040,489


No.						Description of Exhibit
3.1						Memorandum and Articles of Association of MoonLake Immunotherapeutics (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on April 11, 2022)
10.1						A mended and Restated Shareholders’ Agreement, dated as of April 5, 2022, by and among MoonLake Immunotherapeutics, MoonLake Immunotherapeutics AG and the investors signatory thereto (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed with the SEC on April 11, 2022).
10.2						Amended and Restated Registration Rights Agreement, dated as of April 5, 2022, by and among MoonLake Immunotherapeutics, Helix Holdings LLC and the holders signatory thereto (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K, filed with the SEC on April 11, 2022).
10.3						Form of Subscription Agreement (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K, filed with the SEC on April 11, 2022).
10.4						Form of Subscription Agreement (incorporated by reference to Exhibit 10.7 of the Company’s Form S-1/A filed with the SEC on May 2, 2022).
10.5+						MoonLake Immunotherapeutics 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K, filed with the SEC on April 11, 2022).
10.6						Clinical and Commercial Manufacturing Agreement, dated April 11, 2022, effective July 1, 2021, by and between MoonLake Immunotherapeutics AG and Richter-Helm Biologics GmbH & Co. KG (incorporated by reference to Exhibit 10.12 to the registrant’s Amendment No. 3 to Form S-1 filed with the SEC on May 2, 2022)
10.7						License Agreement, dated April 29, 2021, by and between MoonLake Immunotherapeutics AG and MERCK Healthcare KGaA (incorporated by reference to Exhibit 10.9 of the registrant’s Amendment No. 2 to Form S-1, filed with the SEC on March 14, 2022)
10.8						Side Letter to License Agreement, dated April 29, 2021, by and between MoonLake Immunotherapeutics AG and MERCK Healthcare KGaA. (incorporated by reference to Exhibit 10.10 of the registrant’s Amendment No. 2 to Form S-1, filed with the SEC on March 14, 2022)
10.9						Loan Agreement, dated October 15, 2021, by and among MoonLake Immunotherapeutics AG and the Lenders named therein (incorporated by reference to Exhibit 10.28 of the registrant’s Amendment No. 1 to Form S-1, filed with the SEC on March 8, 2022)
10.10						Amendment to the Loan Amendment, dated January 18, 2022, by and among MoonLake Immunotherapeutics AG and the Lenders named therein (incorporated by reference to Exhibit 10.29 of the registrant’s Amendment No. 1 to Form S-1, filed with the SEC on March 8, 2022)
10.11						Second Amendment to the Loan Agreement, dated February 15, 2022, by and among MoonLake Immunotherapeutics AG and the Lenders named therein (incorporated by reference to Exhibit 10.30 of the registrant’s Amendment No. 1 to Form S-1, filed with the SEC on March 8, 2022)
10.12						Convertible Loan Agreement, dated as of February 20, 2022, by and among Cormorant Private Healthcare Fund IV. L.P., MoonLake Immunotherapeutics AG, Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS, L.P. and Helix Acquisition Corp. (incorporated by reference to Exhibit 10.1 of the registrant’s Form 8-K, filed with the SEC on February 25, 2022)
10.13+						Form of Non-Employee Director Stock Option Agreement (incorporated by reference to Exhibit 10.33 of the Company’s Form 8-K, filed with the SEC on April 11, 2022).
31.1*						Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002