Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 31 2017 - 4:56PM
Edgar (US Regulatory)
SEC FILE NUMBER
001-36318
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CUSIP NUMBER
04964A103
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 12b-25
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NOTIFICATION OF LATE FILING
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(Check One):
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ý
Form 10-K
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Form 20-F
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Form 11-K
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Form 10-Q
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Form 10D
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Form N-SAR
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Form N-CSR
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For Period Ended:
December 31, 2016
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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
For the Transition Period Ended: ___________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type
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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
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ATRM Holdings, Inc.
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Full Name of Registrant
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Former Name if Applicable
5215 Gershwin Avenue N.
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Address of Principal Executive Office
(
Street and Number
)
Oakdale, Minnesota 55128
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City, State and Zip Code
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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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ý
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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.
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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.
ATRM Holdings, Inc. (the “Company”)
is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “Report”) without
unreasonable effort or expense due to delays in obtaining and compiling information for inclusion in the Report. The Company expects
to be able to file the Report on or before the fifteenth calendar day following its original prescribed due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person
to contact in regard to this notification
Stephen
A. Clark
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(651)
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704-1800
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(Name)
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(Area Code)
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(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 answer is
no, identify report(s).
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Yes
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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
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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 anticipates that
its results of operations to be included in the Report will be significantly different from the
corresponding period for the last fiscal year, primarily as a result of the Company’s
acquisition on October 4, 2016 of certain assets for use by the Company’s newly-formed
wholly-owned subsidiaries EdgeBuilder, Inc. and Glenbrook Building Supply, Inc. and relating financing.
These developments were discussed in detail in the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on October 11, 2016 and the Company’s Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2016 filed with the SEC on November 15,
2016.
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ATRM Holdings, Inc.
(Name of Registrant
as Specified in Charter)
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has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date
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March 31, 2017
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By
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/s/ Stephen A. Clark
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Name: Stephen A. Clark
Title: Chief Financial Officer
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