Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
November 14 2017 - 5:00PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
Notification
of Late Filing
SEC
File Number: 001-36404
CUSIP
Number: 45790J 107
(Check
One)
☐
Form
10-K ☐ Form 20-F ☒ Form 10-Q ☐ Form N-SAR
For
Period Ended: September 30, 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:________________________________________________
Read
Attached Instruction Sheet 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
Full
Name of Registrant: INPIXON
Address
of Principal Executive Office: 2479 East Bayshore Road, Suite 195, Palo Alto, California 94303
Telephone:
(408) 702-2167
PART
II -- RULES 12b-25(b) and (c)
If
the subject report could not be filed without unreasonable effort 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;
|
PART
III -- NARRATIVE
State
below in reasonable detail the reasons why Form 10-K and Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition
report or portion thereof could not be filed within the prescribed period.
Inpixon
(the “Registrant”) has determined that it is not able to file its quarterly report on Form 10-Q for the nine months
ended September 30, 2017 (the “Form 10-Q”) within the prescribed time period without unreasonable efforts or expense,
due to delays in the completion of its consolidated financial statements and related portions of the Form 10-Q. The Registrant
requires additional time to allow its auditors to complete the review of its consolidated financial statements for the required
periods ended September 30, 2017. The Registrant presently expects to file the Form 10-Q within the extension period of 5 calendar
days as provided under Rule 12b-25.
PART
IV -- OTHER INFORMATION
(1) Name
and telephone number of person to contact in regard to this notification.
Nadir
Ali
|
|
(408)
702-2167
|
Name
|
|
(Area
Code) (Telephone Number)
|
(2) Have
all other periodic reports required under section 13 or 15(d) of the Securities and 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).
☒
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
The
Registrant expects that its revenues for the three months and nine months ended September 30, 2017 will be approximately 6% and
5% higher respectively than the comparable periods in the prior year primarily due to the Integrio acquisition. Gross profit margin
for the three months and nine months ended September 30, 2017 will be approximately 9% and 5% lower respectively given the lower
gross margins from the Integrio revenues. Based on these margin declines, increased amortization of intangibles expense, $4.5
million impairment of goodwill charge and increased operations expense from the Integrio acquisition, the net loss attributable
to common stockholders for the three months and nine months ended September 30, 2017 are expected to increase by approximately
113% and 71% respectively from the amounts for the comparable periods in the prior year.
Cautionary
Note Regarding Forward-Looking Statements:
This
notification on Form 12b-25 contains certain “forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified
by the fact that they do not relate strictly to historical or current facts and include words such as “expects,” “believes,”
“intends” or words of similar meaning or the negatives thereof. These forward-looking statements are based on current
information and expectations and include, but are not necessarily limited to, statements about the Registrant’s ability
to file the Form 10-Q within the period prescribed under Rule 12b-25 and expectations regarding the consolidated financial statements
to be included therein (including revenue performance).
The
forward-looking statements contained herein are subject to risks and uncertainties, many of which are beyond our control, including
the possibility that we may discover previously unknown issues relating to our financial statements and such issues may result
in possible further delays in finalizing the Form 10-Q, including delays that extend beyond the 5-day period during which late
filings are permitted, as well as other risks and uncertainties described in the reports that we file with the U.S. Securities
and Exchange Commission. Any such result may cause volatility in our stock price, a loss of confidence in our management team
and other potential negative effects on the Registrant. If one of these risks or uncertainties occurs, actual results or outcomes
may vary materially from those described in the forward-looking statements as expected, anticipated, believed, estimated, intended,
planned or otherwise. Forward-looking statements speak only as of the date on which they are made. We undertake no obligation
to update any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements
are made.
INPIXON
(Name
of Registrant as specified in charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
November 14, 2017
|
By:
|
/s/
Nadir Ali
|
|
|
Nadir
Ali, Chief Executive Officer
|
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