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| SEC FILE NUMBER |
| 000-26020 |
| CUSIP NUMBER |
| 923449201 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one): | ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR | |
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| For Period Ended: | March 31, 2015 |
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| ☐ Transition Report on Form 10-K | |
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| ☐ Transition Report on Form 20-F | |
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| ☐ Transition Report on Form 11-K | |
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| ☐ Transition Report on Form 10-Q | |
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| ☐ Transition Report on Form N-SAR | |
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| For the Transition Period Ended: |
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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
VeriTeQ Corporation
Full Name of Registrant
Former Name if Applicable
3333 S. Congress Avenue, Suite 401
Address of Principal Executive Office (Street and Number)
Delray Beach, FL 33445
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; | |
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| (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 | |
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| (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.
VeriTeQ Corporation is unable to file its Quarterly Report on Form 10-Q for the period ended March 31, 2015 within the prescribed time as the Company requires additional time to determine the proper values for certain of the company’s financial instruments as of March 31, 2015. These financial instruments and their underlying transactions are highly complex, require extensive review and analysis and in some cases require the engagement of outside expertise at considerable time and expense to the Company. The Company intends use its best efforts to file its Form 10-Q on or prior to May 20, 2015.
| Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
Michael E. Krawitz |
| 561 |
| 846-7004 | ||
(Name) |
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| (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). |
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| Yes ☑ No ☐ |
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(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? |
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| 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. |
The Company expects to report revenue of approximately $95,000 for the first three months of 2015. Net loss is expected to be approximately $1.9 million for the three months ended March 31, 2015, compared to net income of $4.6 million for the three months ended March 31, 2014. The net income in 2014 includes non-cash gains related to changes in the fair value of subordinated convertible debt, conversion options embedded in convertible notes and warrant liabilities in the amounts of $2.4 million, $1.1 million and $3.1 million, respectively.
VeriTeQ Corporation
(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 15, 2015 |
| By |
| /s/ Michael Krawitz |
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| Michael Krawitz |
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| Chief Legal and Financial Officer |
