UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 12b-25
NOTIFICATION OF LATE FILING
(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, 2010
|_| 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-SAR
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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Full Name of Registrant: ANTs software inc.
Former Name if Applicable: not applicable
Address of Principal Executive Offices (Street and Number):
71 Stevenson, Suite 400 San Francisco, CA 94105
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)
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| (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
|X| | 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.
|
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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. (Attach extra sheets if needed.)
The Company entered into an equity investment agreement with an
investor in March 2010. The agreement includes derivative instruments to be
recorded at fair value and the determination of fair value of the derivative
instruments requires a complex financial model. Due to the complexity of the
model and related accounting, the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2010 could not be completed by May 17, 2010 without
unreasonable effort and expense to the Company.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
David A. Buckel 650 931-0500
(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). |X| 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? |X| 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.
The Company granted shares of restricted stock that vested as of March 31,
2010 resulting in a stock-based compensation expense of $1.1 million. In
addition, the equity investment agreement reference in Part III above results in
the Company recording significant derivative liabilities on its consolidated
balance sheets in excess of $18 million.
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ANTs software 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 17, 2010 By: /s/ David A. Buckel
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David A. Buckel, Chief Financial Officer and Secretary
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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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