Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB
May 15 2024 - 5:25PM
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 ¨ Form N-CEN ¨ Form N-CSR |
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For Period Ended: March 31, 2024 |
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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: |
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
PROSOMNUS, INC.
(Full Name of Registrant)
N/A
(Former Name if Applicable)
5675 Gibraltar Drive
(Address of Principal Executive Office (Street
and Number))
Pleasanton, CA 94588
(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)
x |
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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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(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. |
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.
ProSomnus,
Inc. (the “Company”) has determined that it will not be able to file its Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2024 (the “Form 10-Q”) by May 15, 2024, the original due date for such filing, without unreasonable effort
or expense due to the circumstances described below.
The
Company requires additional time to complete its quarter-end closing procedures, including the standard quarterly review conducted by
its independent auditors, which have been delayed due to the independent auditor’s ongoing review. Due to this delay, the Company
will not be able to file, without unreasonable effort or expense, the Form 10-Q by the prescribed date.
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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Brian
Dow |
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844 |
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537-5337 |
(Name) |
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(Area
Code) |
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(Telephone
Number) |
(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 answer is no, identify report(s). x Yes ¨ No |
(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 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.
Cautionary
Note Regarding Forward Looking Statements:
This
Form 12b-25 contains certain forward-looking statements based on current expectations, forecasts and assumptions that involve risks and
uncertainties. Forward-looking statements can be identified by forward-looking words such as “anticipate,” “believe,”
“could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,”
and "would” or similar words. These statements are based on information available to the Company as of the date hereof and
actual results could differ materially from those stated or implied due to risks and uncertainties. The risks and uncertainties that
could cause the Company’s results to differ materially from those expressed or implied by such forward-looking statements include,
without limitation, further delays, or other unexpected developments, in the completion of the Form 10-Q and other risks and uncertainties
detailed in the Company’s Securities and Exchange Commission filings from time to time. More information on potential factors that
may impact the Company’s business are set forth in its Annual Report on Form 10-K for the fiscal year ended on December 31, 2023,
as filed with the SEC on March 27, 2024, as well as other reports filed with or furnished to the SEC from time to time. These reports
are available on the SEC’s website at www.sec.gov. The Company assumes no obligation to, and does not currently intend to, update
any such forward-looking statements.
PROSOMNUS,
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, 2024
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By: |
/s/
Brian Dow |
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Name: |
Brian Dow |
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Title: |
Chief Financial Officer |
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(Principal Financial
Officer) |
INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of
the registrant shall be filed with the form.
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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