UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

AMENDMENT NO. 1

(Mark One)

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

For the fiscal year ended December 31, 2018

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

Commission File Number: 001-38270

AQUANTIA CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware

20-1199709

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

91 E. Tasman Drive, Suite 100

San Jose, CA 95134

(Address of principal executive offices)

Registrant’s telephone number, including area code: (408) 228-8300

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

Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, $0.00001 par value per share	AQ	New York Stock Exchange

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

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 ☒

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☒

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 ☒

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant on June 29, 2018 was $214,546,736, based on the last reported sale price of the common shares on The New York Stock Exchange on such date of $11.58 per share.

As of February 28, 2019, the registrant had 35,174,345 shares of common stock, $0.00001 par value per share, outstanding.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (the “Amendment”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, originally filed with the Securities and Exchange Commission on March 6, 2019 (the “Annual Report”), is being filed solely to refile the certifications of our principal executive officer and principal financial officer as exhibits to this Amendment, as required pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1 934, as amended. This Amendment contains only the cover page, explanatory note, signature page and the revised certifications. Because no financial statements are included with this Amendment, paragraph 3 of the certifications has been omitted. No other changes have been made to our Annual Report.

Item 15 — Exhibits and Financial Statement Schedules

(3) Exhibits

The following exhibits are filed as part of this Amendment:

Exhibit Number	Description	Form	SEC File No.	Exhibit	Filing Date
31.1	Certification of Chief Executive Officer pursuant to Exchange Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act as amended.
31.2	Certification of Chief Financial Officer pursuant to Exchange Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act as amended.

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.

	AQUANTIA CORP.

	By:	/s/ Faraj Aalaei
		Faraj Aalaei
		Chairman, President and Chief Executive Officer
		(Principal Executive Officer)
Date: June 10, 2019

AQUANTIA CORP 10-K/A