UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM 12b-25 | SEC FILE NUMBER | |||
| 000-13092 | ||||
| NOTIFICATION OF LATE FILING | CUSIP NUMBER | |||
| 84760E301 |
| (Check one): | ¨ Form 10-K | ¨ Form 20-F | ¨ Form 11-K | x Form 10-Q | ¨ Form 10-D | ¨ Form N-SAR | ¨ Form N-CSR |
For Period Ended: March 31, 2013
o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
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 |
| SpectraScience, Inc. |
| Full Name of Registrant |
| Former Name if Applicable |
| 11568-11 Sorrento Valley Road |
| Address of Principal Executive Office (Street and Number) |
| San Diego, CA 92121 |
| 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 | |
| x | (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.
The Company’s Form 10-Q for the period ended March 31, 2013, could not be filed within the prescribed time period without unreasonable effort or expense due to the delay in filing the Company’s Form 10-K for the period ended December 31, 2012, and complexity of accounting for certain convertible debentures issued by the Company.
(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification | ||||
| Jim Dorst | (858) | 847-0200 | |||
| (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 x 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 x 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.
Non-operating expense decreased approximately $254,000 as a result of non-cash income and expense related to the Company’s convertible debt issuance comprised of approximate decreases in the fair value of warrant and derivative liabilities of $653,000 offset by increases in amortization of derivative and warrant liability discount of approximately $300,000, increased amortization of debt issuance costs and original issue discount of approximately $47,000, loss on extinguishment of debt of $31,000, increased interest expense of approximately $19,000 and increases in other non-operating expense of approximately $2,000.
As a result of the above, the approximate net loss decreased by $529,000 for the three months ended March 31, 2013 compared to March 31, 2012 from approximately ($3,152,000) to ($2,623,000). |
| SpectraScience, Inc. |
| (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 14, 2013 | By. | /s/ Jim Dorst |
Jim Dorst Chief Financial Officer and Chief Operating 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). | ||