Notification That Annual Report Will Be Submitted Late (nt 10-k)
April 03 2017 - 2:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
One):
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☒
Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐
Form N-SAR ☐ 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
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For the Transition Period Ended: ____________________
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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
VeriTeQ Corporation
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Full Name of Registrant
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Digital
Angel Corporation
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Former Name if Applicable
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6560
W. Rogers Circle, Suite 19
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Address of Principal Executive Office (Street
and Number)
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Boca
Raton, Florida
33487
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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)
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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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☐
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(b)
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The subject annual
report, semi-annual report, transition report on Form 10-K, 20-F, 11-K, 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 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 the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report portion thereof,
could not be filed within the prescribed time period.
VeriTeQ
Corporation is unable to file its Annual Report on Form 10-K for the year ended December 31, 2016 within the prescribed time as
the Company requires additional time to determine the proper accounting for certain financing transactions that occurred during
the year, and to complete the audit of its financial statements. These transactions are highly complex and require extensive review
and analysis.
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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Kenneth
Shapiro
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954
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574-9720
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(Name)
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(Area Code)
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(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).
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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?
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Yes
☒ 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.
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As previously
reported, on November 25, 2015, we executed a Stock Purchase Agreement (the “Stock Purchase Agreement”) of the
same date among us, Mrs. Lynne Shapiro, and Brace Shop, LLC, a Florida limited liability company (“Brace Shop”),
pursuant to which Brace Shop became a wholly-owned subsidiary of ours on May 6, 2016 (the “Reverse Merger”). As
a result of the Reverse Merger and the change in business and operations of our company from a public “shell”
company to a company engaged in the business of providing orthopedic braces, a discussion of the past financial results of
our company is not pertinent. Under generally accepted accounting principles in the United States, the Reverse Merger was
accounted for as a recapitalization and the historical financial results of Brace Shop prior to the Reverse Merger are considered
the historical financial results of our company. The change in the status of the historical financial information has necessitated
additional work by management in preparing the 10-K filing for the period.
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VeriTeQ
Corporation
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: April 3, 2017
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By:
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/s/ Kenneth
Shapiro
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Kenneth Shapiro
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Chief Financial Officer
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3
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