UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 
NOTIFICATION OF LATE FILING

 

SEC FILE NUMBER:  000-149338

CUSIP NUMBER:  501862106

  

(Check one): o  Form 10-K      o  Form 20-F      ¨  Form 11-K      x   Form 10-Q      ¨  Form 10-D      o  Form N-SAR      ¨  Form N-CSR
     
  For Period Ended: September 30, 2016
     
 

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

 

Li3 Energy, Inc. 

Full Name of Registrant  

 

Former Name if Applicable

 

Matias Cousiño 82, Oficina 806 

Address of Principal Executive Office  (Street and Number)

 

Santiago, Chile 8320269  

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 reasons 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 of 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 portion thereof, could not be filed within the prescribed time period.

 

The Company was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (“Form 10-Q”). The Company requires additional time to gather information from its business partner in order to finalize its financial statements for the quarter ended September 30, 2016.

  

 

 

  

PART IV -  OTHER INFORMATION

 

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

 

Luis Saenz   (56)   2-2206-5252
(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  o

 

(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.

 

Net loss for the three months ended September 30, 2016 was $408,658 compared to $458,254 for the three months ended September 30, 2015. The decrease in net loss is primarily due to a reduction in loss from equity method investments of $148,264 and a decrease in loss on change in fair value of derivative liability instruments of $49,380, partially offset by increases in general and administrative expenses of $42,180 and interest expense of $97,233. 

 

The financial results presented above for the three months ended September 30, 2016 reflect preliminary estimates of the Company’s results of operations and anticipated changes for the corresponding prior period as of the date of this Form 12b-25. These estimates are subject to change upon the completion of the reporting process and review of the Company’s financial statements, and actual results may vary significantly from these estimates.

 

Cautionary Note on Forward-Looking Statements

 

This notification contains or may contain, among other things, certain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements involve significant risks and uncertainties.  Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects”, “may”, “could”,  “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission.  Actual results may differ significantly from those set forth in the forward-looking statements.  These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control).  The Company does not intend to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.  

  

 

 

 

LI3 ENERGY, 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:     November 14, 2016 By: /s/  Luis Saenz  
    Name: Luis Saenz  
    Title: Chief Executive Officer