Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
November 15 2016 - 4:22PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number:
000-54697
NOTIFICATION OF LATE FILING
¨
Form 10-K
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¨
Form 11-K
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¨
Form 20-F
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x
Form 10-Q
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¨
Form N-SAR
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For Period Ended: September 30, 2016
¨
Transition Report on Form 10-K
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¨
Transition Report on Form 10-Q
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¨
Transition Report on Form 20-F
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¨
Transition Report on Form N-SAR
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For the Transition
Period Ended: _____________________________________________________________
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
Full name of registrant
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3DICON CORPORATION
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Former name if applicable
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Address of principal executive office
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6804 South Canton Avenue, Suite 150
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City, state and zip code
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Tulsa, Oklahoma 74136
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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.)
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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x
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form 10-Q, or portion thereof will be filed on or before the 15
th
calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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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 the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the
prescribed time period.
The
compilation, dissemination and review of the information required to be presented in the quarterly report on Form 10-Q for the
relevant period has imposed time constraints that have rendered timely filing of the quarterly report on Form 10-Q impracticable
without undue hardship and expense to the registrant. The registrant undertakes the responsibility to file such quarterly report
no later than five days after its original due date.
Part
IV
Other
Information
(1) Name and telephone number of person to contact in regard
to this notification
Ronald W. Robinson
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(918)
494-0505
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(Name)
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(Area Code) (Telephone
Number)
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(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.
As previously disclosed on the registrant’s
Current Report on Form 8-K filed on October 6, 2016, the registrant closed the transaction contemplated by a Share Exchange
Agreement dated May 31, 2016 (the “Share Exchange Agreement”), pursuant to which the registrant acquired
Coretec Industries, LLC, a North Dakota limited liability company (“Coretec”) on September 30, 2016. As a result of
the closing of the Share Exchange Agreement, going forward the registrant contemplates presenting financial statements of
a consolidated company, including the results of operation of Coretec. As the financial statements of the combined
companies are expected to have significant changes to their presentation, a comparison of the changes is would be
impracticable without undue hardship and expense to the registrant.
3DIcon Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed
on its behalf by the undersigned thereunto duly authorized.
Dated: November 15, 2016
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/s/ Ronald W. Robinson
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Name:
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Ronald W. Robinson
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Title:
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Chief Financial Officer
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