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OMB APPROVAL
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OMB Number:
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3235-0058
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Expires:
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February 28, 2022
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Estimated average burden
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hours per response
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2.50
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SEC FILE NUMBER
000-28440
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CUSIP NUMBER
29266S304
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one):
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☒ Form 10-K ☐ Form 20-F ☐ Form
11-K ☐ Form 10-Q
☐ Form 10-D ☐ Form
N-SAR ☐ Form N-CSR
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For Period Ended: December 31, 2018
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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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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.
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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
Endologix, Inc.
Full Name of Registrant
N/A
Former Name, if
Applicable
2 Musick
Address of Principal Executive Office (
Street and Number
)
Irvine, CA 92618
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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☒
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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-SAR 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
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SEC 1344 (05-06)
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
Endologix, Inc. (the “Company”) is unable to file, without
unreasonable effort and expense, its Annual Report on Form 10-K for the year ended December 31, 2018 (the “Form 10-K”). The delay results from the significant demands on the Company relating to its previously communicated effort to
complete a capital raise, which would allow management to conclude in the Form 10-K that substantial doubt about the Company’s ability to continue as a going concern does not exist. There is uncertainty regarding the Company’s ability
to complete the capital raising effort in a timely manner sufficient to avoid management concluding that substantial doubt exists when the Form 10-K is ultimately filed. The Company does not expect any changes to previously reported operating
results, including those reported in its press release furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed February 25, 2019. The Company anticipates that the Form 10-K will be filed on or before April 2, 2019.
(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification.
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Vaseem Mahboob
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(949)
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595-7200
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(Name)
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(Area Code)
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(Telephone No.)
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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 answer is no, identify
report(s). ☒ 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
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state reasons why a
reasonable estimate of the results cannot be made.
Endologix, Inc.
(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: March 19, 2019
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/s/ Vaseem Mahboob
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Vaseem Mahboob
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Chief Financial Officer
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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 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.
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ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
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1.
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This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the
Securities Exchange Act of 1934.
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2.
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One signed original and four conformed copies of this form and amendments thereto must be completed and filed
the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the
Commission files.
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3.
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A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange
on which any class of securities of the registrant is registered.
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4.
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Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has
been correctly furnished. The form shall be clearly identified as an amended notification.
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6.
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Interactive data submissions
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This form shall not be used by electronic filers with respect
to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation
S-T (§232.201 and §232.202 of this chapter).
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