UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check One): | ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR | ||
| For Period Ended: December 31, 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
XYNOMIC PHARMACEUTICALS HOLDINGS, INC.
Full name of registrant:
Former name if applicable:
Bison Capital Acquisition Corp.
Address of principal executive office (Street and number):
Suite 3306, K. Wah Centre, 1010 Middle Huaihai Road, Shanghai, China, 200031
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 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, 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 of 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 the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Xynomic Pharmaceuticals Holdings, Inc. (the “Company”) was unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 on a timely basis because, as described in the Company’s current report on Form 8-K filed on March 27, 2020 whereby the Company has sought extension in reliance on the order issued by the U.S. Securities and Exchange Commission (the “SEC”) dated March 4, 2020 (Release No. 34-88318), which was modified and superseded by a new SEC order (Release No. 34-88465) on March 25, 2020, the Company has been significantly impacted by the outbreak of the novel coronavirus, COVID-19, which has resulted in the Company having insufficient time to facilitate the completion of the Form 10-K.
In addition, on May 15, 2019, Bison Capital Acquisition Corp., our predecessor for SEC purposes (“Bison”), consummated a business combination (the “Business Combination”) that was previously disclosed in its current report on Form 8-K the Company filed on May 15, 2019. As a result of the Business Combination, the Company needs additional time to complete certain disclosures related to the Business Combination required in its Annual Report.
Due to the reasons described above, the Company could not have timely filed the Annual Report without unreasonable effort or expense, and the Annual Report will be filed no later than the fifteenth calendar day following the prescribed filing date.
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PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Yinglin Mark Xu | (86) | 21 54180212 | |||
| (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 the answer is no, identify report(s). |
| ☒ Yes ☐ 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 |
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.
As a result of the Business Combination, the Company anticipates that there will be material changes to the Company’s balance sheet as of December 31, 2019 compared to the balance sheet as of December 31, 2018 reported by Bison and a change in the results of operations for the year ended December 31, 2019 compared to the results of operations for the corresponding period for the prior fiscal year reported by Bison in its Annual Report on Form 10-K, due to the completion of the Business Combination on May 15, 2019. Prior to the Business Combination, Bison was a blank check company with nominal operations. Accordingly, as a result of the Business Combination, the Company’s results will differ significantly from the results of operations reported in Bison’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
Forward-Looking Statements
This notice includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance, revenue and the timing of the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2019. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the outcome of any legal proceedings that may be instituted against the Company or its subsidiaries; the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably and retain its key employees; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
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XYNOMIC PHARMACEUTICALS HOLDINGS, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| XYNOMIC PHARMACEUTICALS HOLDINGS, INC | ||
| Date: May 14, 2020 | By: | /s/ Yinglin Mark Xu |
| Yinglin Mark Xu | ||
Chairman of the Board, Chief Executive Officer, President | ||
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).
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