UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 12b-25
Notification of Late Filing
SEC File Number: 000-56009
CUSIP Number: 92853W104
(Check One)
☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ 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-CEN
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: Vivi Holdings, Inc.
Address of Principal Executive Office: 951 Yamato Road, Suite 101
Boca Raton, Florida 33431
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PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort 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-CEN 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 the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed period.
Vivi Holdings, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Annual Report”) within the prescribed time period due to staffing limitations and unanticipated delays as a result of the COVID-19 pandemic. Accordingly, the Company is unable to file such report within the prescribed time period without unreasonable effort or expense. The Company is seeking to file its Annual Report within the extension period provided under Rule 12b-25, however, because of difficulties and delays relating to the auditor review due to the COVID-19 pandemic, there can be no assurance that the Company will be successful in filing prior to the expiration of the extension period.
The Company previously filed a Current Report on Form 8-K pursuant to the SEC’s March 25, 2020 Order (Release No. 34-88465), which extended the due date for its Annual Report to May 14, 2020.
PART IV -- OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification. |
| Gaston Pereira | (561) 717-4138 | ||
| Name | (Area Code) (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities and 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
The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 has not been filed.
| (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
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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.
See Annex A
Cautionary Note Regarding Forward-Looking Statements:
This Form 12b-25 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding our expectations regarding the timing of the filing of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and expectations concerning our financial results for the fiscal year ended December 31, 2019. These statements are based on the Registrant’s current expectations and involve risks and uncertainties that could cause actual results and events to differ materially from those described in the statements. The words “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements. Unless required by law, we do not intend to update any of the forward-looking statements after the date of this Form 12b-25 or to conform these statements to actual results. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. A description of risks that could cause our results to vary appears under the section titled “Risk Factors” in our Registration Statement on Form 10 filed May 7, 2019 with the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements.
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Vivi Holdings, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: May 13, 2020 | By: | /s/ Gaston Pereira |
| Gaston Pereira, Chief Executive 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).
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Annex A
We expect a net loss of approximately $81 million for the fiscal year ended December 31, 2019, as compared to approximately $220 million in net loss for the fiscal year ended December 31, 2018. This decrease in net loss was driven substantially by large decreases in non-cash expenses, including the non-occurrence of common stock issuances for services and contracts/licenses that occurred during the previous fiscal year, which was partially offset by increases in personnel, consulting and labor costs during the fiscal year ended December 31, 2019, as compared to the prior fiscal year, due to our increased operations and roll out of new products.
