UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

   FORM 12b-25  

SEC File Number 

001-35905

 

 

 

   NOTIFICATION OF LATE FILING  

CUSIP Number 

09072Q106

 

(Check one):      

☒  Form 10-K     ☐  Form 20-F     ☐  Form 11-K     ☐  Form 10-Q

☐  Form 10-D     ☐  Form N-SAR     ☐  Form N-CSR

  For Period Ended: December 31, 2017
  ☐  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:     

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

BioAmber Inc.

Full Name of Registrant

Former Name if Applicable

1250 Rene Levesque West, Suite 4310

Address of Principal Executive Office ( Street and Number )

Montreal, Quebec, Canada H3B 4W8

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

 

  (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

 

  (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.

BioAmber Inc. (the “Company”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2017 within the prescribed time period because of the additional time that the Company requires to finalize its financial statements for the fiscal year ended December 31, 2017. The Company has been delayed in finalizing these financial statements because of additional time that the Company’s independent registered accounting firm, Deloitte LLP, requires to complete its audit of the Company’s financial statements. The Company intends to file its Form 10-K within the fifteen-day extension period provided by Rule 12b-25 (the “extension period”), but as a result of ongoing assessments, it is possible that the Company will not be in a position to file its Form 10-K within the extension period. The Company is working diligently to resolve these matters and intends to file its Form 10-K as promptly as reasonably practicable. Attached hereto and filed as an exhibit to this Form 12b-25 is the statement of our independent auditor as contemplated by Rule 12b-25(c).

Forward-Looking Statements

This Form 12b-25 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on management’s current expectations or beliefs about the Company’s future plans,

expectations and objectives. These forward-looking statements are not historical facts and are subject to risks and uncertainties that could cause the actual results to differ materially from those projected in these forward-looking statements including, including statements regarding the Company’s intention to file its Form 10-K within the extension period and the completion of matters necessary to permit filing within the extension period. Readers of this Form 12b-25 are cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date of this Form 12b-25.

PART IV—OTHER INFORMATION

 

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

 

Richard P. Eno        (514)       844-8000
(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  ☒    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?    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.

 

 

BioAmber 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: March 15, 2018    

By:

 

/s/ Richard P. Eno

   

Name:

 

Richard P. Eno

   

Title:

 

Chief Executive Officer