UNITED STATES | OMB APPROVAL | ||
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | OMB Number: Expires: | 3235-0058 April 30, 2025 | |
Estimated average burden | |||
hours per response ………. 2.50 | |||
FORM 12b-25
| SEC FILE NUMBER 001-41174 | ||
NOTIFICATION OF LATE FILING | CUSIP NUMBER
|
(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, 2022 | |
☐ Transition Report on Form 10-K | |
☐ Transition Report on Form 20-F | |
☐ Transition Report on Form 11-K | |
☐ Transition Report on Form 10-Q | |
For the Transition Period Ended:___________________ |
Read Instruction (on back page) Before Preparing Form. Please Print or Type |
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
RELIEF THERAPEUTICS Holding SA |
Full Name of Registrant |
Former Name if Applicable |
Avenue de Secheron 15 |
Address of Principal Executive Office (Street and Number) |
1202 Geneva, Switzerland |
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, Form11-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 why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.
RELIEF THERAPEUTICS Holding SA (the “Company”) is filing this Notification of Late Filing with respect to its Annual Report on Form 20-F for the year ended December 31, 2022 (the “Annual Report”). The Company has determined that it is unable to file the Annual Report on Form 20-F within the prescribed time period because the Company requires additional time to complete the review of the Company’s consolidated financial statements to be included in such Annual Report. The Company expects these consolidated financial statements to be identical to its consolidated financial statements issued on April 14, 2023, and audited in accordance with Swiss law, International Standards on Auditing (ISA) and Swiss Standards on Auditing (SA-CH). The consolidated financial statements to be included in its Annual Report on Form 20-F will be audited in accordance with the standards of the Public Company Oversight Board (PCAOB). The Company expects to file the Annual Report within the fifteen-calendar day extension period provided by Rule 12b-25.
PART IV — OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification:
Jack Weinstein, Chief Executive Officer | +41-22 | 545 11 16 | ||
(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.
_________________________________________________________________________________________________
RELIEF THERAPEUTICS Holding SA
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: | May 2, 2023 | By: | /s/ Jack Weinstein | |
Jack Weinstein, 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). |
- 2 -