Solitron Devices (SODI) NT 10-Q Notice of late quarterly filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	SEC FILE NUMBER 001-04978
	CUSIP NUMBER 834256208

FORM 12b-25

NOTIFICATION OF LATE FILING

(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: MAY 31, 2023                           

☐     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

Solitron Devices, Inc.

Full Name of Registrant

Former Name if Applicable

901 Sansburys Way

Address of Principal Executive Office (Street and Number)

West Palm Beach, Florida 33411

City, State and Zip Code

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)

	(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-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 or portion thereof, could not be filed within the prescribed time period.

Solitron Devices, Inc. (the "Company") previously planned to file its Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2023 (the "Quarterly Report") by July 17, 2023.

The Company is unable to timely file its Quarterly Report by the July 17, 2023 deadline due to a delay in completion of the review by the Company’s independent registered accounting firm. 

The Company continues to work with the goal of filing the Quarterly Report within the five day extension period provided by Securities Exchange Act Rule 12b-25.

PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

TIM ERIKSEN	(561)	848-4311
(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     ☐ 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.

Preliminary unaudited net sales for the first quarter of fiscal 2024 were approximately $2.0 million versus $2.1 million in the first quarter of fiscal 2023.  Bookings for the first quarter of fiscal 2024 were approximately $3.5 million versus $3.0 million in the first quarter of fiscal 2023.   Other income (loss) for the first quarter of fiscal 2024, due primarily to unrealized losses on marketable securities, was approximately ($0.2) million versus $0.5 million for the first quarter of fiscal 2023.  Preliminary net income (loss) for the first quarter of fiscal 2024 was approximately ($171,000) versus $771,000 in the first quarter of fiscal 2023.  Cash, short term investments, and securities were approximately $4.1 million as of the end of the first quarter of fiscal 2024 versus $5.1 million as of the end of the first quarter of fiscal 2023.

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SOLITRON DEVICES, 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	July 17, 2023	By	/s/ Tim Eriksen
			TIM ERIKSEN CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

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