Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 15 2019 - 5:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
One
):
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[ ]
Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D
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[ ]
Form N-CEN [ ] Form N-CSR
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For
Period Ended:
March 31, 2019
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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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For
the Transition Period Ended:_____________________________
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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:
PART
I — REGISTRANT INFORMATION
IMMUNE
THERAPEUTICS, INC.
Full
Name of Registrant
N/A
Former
Name if Applicable
37
North Orange Ave., Suite 800M
Address
of Principal Executive Office
(Street and Number)
Orlando,
FL 32801
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).
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(a)
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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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[X]
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN 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)
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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 why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
Immune
Therapeutics, Inc. (the “Company”) is unable to file its quarterly Report on Form 10-Q for the period ended March
31, 2019 (the “Form 10-Q”) within the prescribed time period without unreasonable effort or expense.
As of
May 1, 2018 the Company deconsolidated the financial results of Cytocom Inc. The deconsolidation caused a delay in completion
of the Company’s 2018 financial results, as a result of which the Company filed its Form 10-K for the period ended December
31, 2018 (“2018 Form 10-K”) on April 16, 2019 following an extension period of 15 calendar days as provided under
Rule 12b-25 under the Securities Exchange Act of 1934, as amended.
As a result
of the extension of the filing of its 2018 Form 10-K, the Company is unable to file its Form 10-Q within the prescribed time period
without unreasonable effort or expense. The Company plans to release its first quarter 2019 earnings results and file its Form
10-Q promptly within the extension period of 5 calendar days as provided under Rule 12b-25 under the Securities Exchange Act of
1934, as amended.
Forward
Looking Statements
This notification
of late filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
All statements contained in this notification that do not relate to matters of historical fact should be considered forward-looking
statements, including, without limitation, statements regarding our expected material weakness in internal control over financial
reporting, the impact of the material weakness on our previously issued consolidated financial statements, any determination regarding
the materiality of certain adjustments to the Company’s financial statements, and the Company’s expectations that
it will file the Form 10-K within the time period prescribed by Rule 12b-25. These forward-looking statements are based on management’s
current expectations.
These
statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors
that may cause our actual results, performance or achievements to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: that the
Company is not able to complete its Form 10-K in the time period that it currently expects, the risk that certain adjustments
to the Company’s financial statements are deemed material, and the risk that the Company makes additional adjustments to
its consolidated financial statements or discovers additional material weaknesses. These and other important factors discussed
under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018, and our other
reports filed with the Securities and Exchange Commission could cause actual results to differ materially from those indicated
by the forward-looking statements made in this notification. Any such forward-looking statements represent management’s
estimates as of the date of this notification. While we may elect to update such forward-looking statements at some point in the
future, we disclaim any obligation to do so, even if subsequent events cause our views to change, except as required under applicable
law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date
of this notification.
PART
IV — OTHER INFORMATION
(1)
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Name
and telephone number of person to contact in regard to this notification
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Peter
Aronstam
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(888)
613-8802
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(Name)
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(Area
Code and Telephone Number)
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(2)
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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
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(3)
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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 [X]
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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.
IMMUNE
THERAPEUTICS, 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 15, 2019
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By:
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/s/
Peter Aronstam
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Peter
Aronstam
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Chief
Financial Officer
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Immune Therapeutics (PK) (USOTC:IMUN)
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