================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 to (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES --- EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002 OR 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: 000-21291 ---------- INTROGEN THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) DELAWARE 74-2704230 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 301 CONGRESS AVENUE, SUITE 1850 AUSTIN, TEXAS 78701 (Address of principal executive offices, including zip code) (512) 708-9310 (Registrant's telephone number, including area code) 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 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 --- --- As of March 31, 2002, the Registrant had 21,454,865 shares of its common stock, $0.001 par value, issued and outstanding. ================================================================================ EXPLANATORY NOTE This Form 10-Q/A is being filed as Amendment No. 1 to the Form 10-Q of Introgen Therapeutics, Inc. ("Introgen") filed with the Securities and Exchange Commission on May 15, 2002 ("Form 10-Q") for the purpose of unredacting certain information in Exhibits 10.42 and 10.43 for which Introgen had previously sought confidential treatment. Except as set forth in this explanatory note, there are no changes to the Form 10-Q. 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. INTROGEN THERAPEUTICS, INC. Date: August 7, 2003 By: /s/ James W. Albrecht, Jr. -------------------------------------------- James W. Albrecht, Jr. On behalf of the Registrant and as Chief Financial Officer (Principal Financial and Accounting Officer) 22 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.42+ Series A Preferred Stock Purchase Agreement, effective as of March 7, 2002, by and among Introgen, VirRx, Inc. and certain stockholders of VirRx, Inc. 10.43+ Collaboration and License Agreement, effective as of March 7, 2002, by and between Introgen and VirRx, Inc. --------- + Confidential treatment has been requested for portions of this exhibit.