UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) | ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR | |
For Period Ended: June 30, 2019 | ||
☐ Transition Report on Form 10-K | ||
☐ Transition Report on Form 20-F | ||
☐ Transition Report on Form 11-K | ||
☐ Transition Report on Form 10-Q | ||
☐ Transition Report on Form N-SAR | ||
For the Transition Period Ended: |
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
IMMERSION CORPORATION
(Full Name of Registrant)
N/A
(Former Name if Applicable)
50 Rio Robles
(Address of Principal Executive Office (Street and Number))
San Jose, California 95134
(City, State and Zip Code)
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
(a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |||
(b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |||
(c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Immersion Corporation (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (the “Form 10-Q”) within the prescribed time period because the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) is completing their assessment of a recently completed internal investigation related to whistleblower claims related to certain matters, including compliance with the Company’s travel and expense policies. The Company does not currently expect the results of the Audit Committee’s internal investigation will result in any change to the Company’s previously-announced operating results for the quarter ended June 30, 2019. The Company currently expects to file its Form 10-Q by the prescribed due date allowed pursuant to Rule 12b-25.
PART IV — OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification |
Len Wood | 408 | 467-1900 | ||||||
(Name) | (Area Code) | (Telephone Number) |
(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ý No ¨ |
(3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ¨ No ý |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Cautionary Note Regarding Forward Looking Statements:
This Form 12b-25 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), including statements regarding our expectations regarding the timing of the filing of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 and the Company’s expectation that the results of the Audit Committee’s internal investigation will not result in any change to the Company’s previously-announced operating results for the quarter ended June 30, 2019.
These forward-looking statements involve risks and uncertainties. Factors that may cause future results to differ materially from management’s current expectations include, among other things, the timing and outcome of the Audit Committee investigation.
IMMERSION CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date | August 9, 2019 | By | /s/ Len Wood | |||||||
Len Wood | ||||||||||
Interim Chief Financial Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |