Notification That Annual Report Will Be Submitted Late (nt 10-k)
June 01 2021 - 9:35AM
Edgar (US Regulatory)
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OMB APPROVAL
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OMB Number:
3235-0058
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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Expires:
February 28, 2022
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Estimated
average burden
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hours per
response.......2.50
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FORM
12b-25
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SEC FILE NUMBER
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001-04978
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CUSIP NUMBER
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NOTIFICATION
OF LATE FILING
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834256208
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(Check one):
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☑
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Form
10-K
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☐
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Form
20-F
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☐
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Form
11-K
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☐
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Form
10-Q
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☐
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Form
10-D
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☐
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Form
N-SAR
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☐
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Form
N-CSR
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For Period Ended:
FEBRUARY 28, 2021
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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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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.
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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:
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PART
I — REGISTRANT INFORMATION
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Solitron Devices, Inc.
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Full Name of
Registrant
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Former Name if
Applicable
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3301 Electronics Way
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Address of
Principal Executive Office (Street
and Number)
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West Palm Beach, Florida 33407
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City, State and Zip
Code
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PART II -- RULE 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 reasons 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, 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.
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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-CEN, N-CSR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
Solitron
Devices, Inc. (the "Company") previously planned to file its Annual
Report on Form 10-K for the fiscal year ended February 28, 2021
(the "Annual Report") by June 1, 2021.
The
Company completed its Form 10-K for the year ended February 29,
2020 during the quarter ended February 28, 2021 and its Form 10-Qs
for the quarters ended May 31, 2020, August 31, 2020 and
November 30, 2020 during the quarter ended May 30,
2021.
The
Company is unable to timely file its Annual Report by the June 1,
2021 deadline due to (i) the delay in completing the Form 10-K for
the year ended February 29, 2020 and the Form 10-Qs for the
quarters ended May 31, 2020, August 31, 2020 and November 30, 2020
and as a result the corresponding delay in commencing the audit
procedures for the year ended February 28, 2021 (ii) the manual
nature of the Company's data and documentation, and (iii) the
impact of the COVID-19 pandemic relating to personnel working on
site and other pandemic related disruptions.
As a
result, the Company is unable to file its Annual Report on Form
10-K in a timely manner without unreasonable effort or expense. The
Company continues to work with the goal of filing the Annual Report
within the fifteen day extension period provided by Securities
Exchange Act Rule 12b-25.
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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TIM ERIKSEN
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(561)
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848-4311
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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 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.
Unaudited
net sales for fiscal 2021, fiscal year ending February 28, 2021,
were approximately $10.5 million versus $9.2 million in fiscal
2020, fiscal year ending February 29, 2020. Cost of sales were $7.3
million in fiscal 2021 versus $7.8 million for fiscal 2020.
Selling, general and administrative expenses were approximately
$2.1 million for fiscal 2021 versus $2.1 million for fiscal 2020.
Other income for fiscal 2021 was $0.2 million for fiscal 2021
versus $23,000 for fiscal 2020. Preliminary net income for fiscal
2021 is $1.4 million versus a net loss of ($0.6) million for fiscal
2020.
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SOLITRON DEVICES, 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
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June 01, 2021
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By
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/s/ Tim Eriksen
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TIM ERIKSEN
CHIEF EXECUTIVE OFFICER
AND INTERIM CHIEF FINANCIAL OFFICER
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