SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 000-55643
NOTIFICATION OF LATE FILING
☐ Form 10-K | ☐ Form 11-K | ☐ Form 20-F | ☒ Form 10-Q |
☐ Form N-SAR | ☐ Form N-CSR |
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For Period Ended: September 30, 2021
☐ | Transition Report on Form 10-K | ☐ | Transition Report on Form 10-Q |
☐ | Transition Report on Form 20-F | ☐ | 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
Full name of registrant | Acro Biomedical Co., Ltd. |
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Address of principal executive office City, state and zip code | 12175 Visionary Way, Suite 1160 Fishers, Indiana 46038 |
PART II
RULE 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.)
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| (a) | The reasons 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, 20-F, 11-K or Form 10-Q, 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 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 the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period.
The compilation, dissemination and review of the information required to be presented in the Form 10-Q for the quarter ended September 30, 2021has imposed time constraints that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the registrant. The registrant has no full-time employees and requires additional time to provide information necessary for the completion of the Form 10-Q. The registrant undertakes the responsibility to file such report no later than five days after its original prescribed due date.
PART IV
OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification |
Pao-Chi Chu, Chief Executive Officer |
| +866 |
| 2-2790-6189 |
(Name) |
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| (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 the answer is no, identify report(s). ☒ Yes ☐ No |
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(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 |
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.
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The registrant’s report on Form 10-Q for the quarter ended September 30, 2021 cannot be filed within the prescribed time period because the registrant requires additional time for compilation and review of its financial statements. The registrant has no full-time employees and requires additional time to provide information necessary for the completion of the Form 10-Q.
Based on preliminary information, for the three months ended September 30, 2021, the Company expects to report no revenues and a loss of approximately of approximately $3.0 million, or $(0.05) per share (basic and diluted). For the three months ended September 30, 2021, the Company reported no revenue and incurred a loss of $71,541, or $(0.00) per share.
Based on preliminary information, for the nine months ended September 30, 2021, the Company expects to report revenue of $599,500, and a loss of approximately $4.0 million, or $(0.07) per share (basic and diluted). For the nine months ended September 30, 2020, the Company reported revenue of $687,964, all of which was generated in the first quarter, and a net loss of approximately $56,000, or $(0.00) per share (basic and diluted).
The loss for the three and nine months ended September 30, 2021 reflected stock-based compensation of approximately $2.9 million for the three months ended September 30, 2021 and approximately $3.7 million for the nine months ended September 30, 2021, which was paid to consultants during the nine months ended September 30, 2021 for research and development and marketing services pursuant to service agreements with the consultants.
The financial results presented above reflect preliminary estimates of the Company’s results of operations and as of the date of the filing of the Form 12b-25. These estimates are subject to change upon the completion of the reporting process and review of the Company’s financial statements, and actual results may vary significantly from these estimates.
Cautionary Note on Forward-Looking Statements
This notification contains or may contain, among other things, certain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results may differ significantly from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company does not intend to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
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Acro Biomedical Co., Ltd.
Name of Registrant as Specified in Charter.
Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: November 16, 2021 | By: | /s/ Pao-Chi Chu | |
| Name: | Pao-Chi Chu | |
| Title: | Chief Executive Officer |
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