UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 12b-25
 
NOTIFICATION OF LATE FILING
  
(Check One):
x  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, 2019

 
¨
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: _____________________
 
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
 
Bellerophon Therapeutics, Inc.
Full Name of Registrant  
  
Former Name if Applicable
 
184 Liberty Corner Road, Suite 302
Address of Principal Executive Office (Street and Number)
 
Warren, New Jersey 07059



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-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
 
 
 
 
(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-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
The Registrant entered into a Securities Purchase Agreement, dated March 30, 2020, with certain investors named therein in connection with a registered direct offering by the Registrant (the “Offering”). The Registrant is raising funds through the Offering that, upon successful closing, may alleviate substantial doubt about the Registrant’s ability to continue as a going concern, and the Registrant’s management needs additional time to update its evaluation. The Registrant is therefore unable to complete the required financial statements and audit required for filing its Annual Report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2019 within the prescribed time period without unreasonable hardship and expense. It is anticipated that the Form 10-K, along with the audited financial statements, will be filed on or before the 15th calendar day following the prescribed due date of the Registrant’s Form 10-K.

 
PART IV — OTHER INFORMATION
 
(1)
Name and telephone number of person to contact in regard to this notification
 
 
Fabian Tenenbaum, Chief Executive Officer
(908)
574 – 4770
 
(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).    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?   ¨ 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.
 

 
 




Bellerophon 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:  March 31, 2020
By:
/s/ Fabian Tenenbaum
 
 
 
Fabian Tenenbaum
 
 
 



Bellerophon Therapeutics (NASDAQ:BLPH)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Bellerophon Therapeutics Charts.
Bellerophon Therapeutics (NASDAQ:BLPH)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Bellerophon Therapeutics Charts.