Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
August 14 2019 - 10:47AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SEC
FILE NUMBER
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FORM
12b-25
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000-49638
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NOTIFICATION
OF LATE FILING
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CUSIP
NUMBER
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(Check
one):
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[ ] Form 10-K
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[ ] Form 20-F
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[ ] Form 11-K
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[X]
Form 10-Q
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[ ] Form 10-D
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[ ] Form N-SAR
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[ ] Form N-CSR
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For Period Ended:
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June
30, 2019
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[ ]
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Transition Report on Form 10-K
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[ ]
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Transition Report on Form 20-F
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[ ]
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Transition Report on Form 11-K
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[ ]
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Transition Report on Form 10-Q
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[ ]
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Transition Report on Form N-SAR
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[ ]
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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.
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
ICTV
Brands Inc.
Full
Name of Registrant
Former
Name if Applicable
489
Devon Park Drive, Suite 306
Address
of Principal Executive Office
(Street and Number)
Wayne,
PA 19087
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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(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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[X]
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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
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.
The
Registrant is unable to file its Quarterly Report on Form 10-Q for the period ending June 30, 2019 (the “Form 10-Q”)
within the prescribed time period without unreasonable effort or expense. As reported in the Registrant’s Current Report
on Form 8-K filed on February 11, 2019 (the “Form 8-K”), the Registrant engaged a new audit firm to perform the annual
audit for the year ending December 31, 2018 and quarterly reviews for the periods ending March 31, 2019 and June 30, 2019. As
reported in the Form 8-K, the Registrant appointed an interim Chief Financial Officer to replace the outgoing Chief Financial
Officer, as of April 1, 2019. The Registrant also encountered key employee transitions within the accounting department. These
events, in the aggregate, have caused delays during the Registrant’s normal closing and filing periods resulting in the
Registrant being unable to file the Form 10-Q for the period ending June 30, 2019 within the prescribed time period without
unreasonable effort or expense. The Registrant intends to take all necessary measures to file the Form 10-Q as soon as possible.
PART
IV — OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification
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Kelvin
Claney
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(484)
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598-2300
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(Name)
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(Area
Code)
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(Telephone
Number)
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(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). [ ] Yes [ X ] No
The
Registrant’s Annual Report on Form 10-K for the year ending December 31, 2018 and the Quarterly Report for the three months
ended March 31, 2019 have not been filed as of the date hereof.
(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 [X]
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.
ICTV
Brands 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: August 14, 2019
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By:
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/s/
Kelvin Claney
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Kelvin Claney
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Chief Executive Officer
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