Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 31 2022 - 5:05PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 001-36335
NOTIFICATION OF LATE FILING
(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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☐ Form 10-Q
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☐ Form 10-D
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☐ Form N-CEN
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☐ Form N- CSR
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For Period Ended: December 31, 2021
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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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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
Enservco Corporation
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Full name of registrant
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Former name if applicable
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14133 Country Road 9 1/2
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Address of principal executive office (Street and number)
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Longmont, CO 80504
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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-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.
On March 28, 2022, the Registrant announced that it would be restating its previously issued condensed consolidated financial statements as of and for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (collectively, the “Relevant Periods”). The Registrant is in the process of restating such financial statements and preparing amendments to its Quarterly Reports on Form 10-Q filings for the Relevant Periods, which must be completed prior to the completion and filing of the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2021. As a result, such Annual Report on Form 10-K cannot be filed within the prescribed time period. Such Annual Report on Form 10-K will be filed on or before the 15th calendar day following the prescribed due date.
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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Marjorie Hargrave
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303
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333-3678
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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).
☒ 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 the reasons why a reasonable estimate of the results cannot be made.
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Explanation of anticipated change: Revenues in 2021 are expected to be $15.3 million, compared to $15.7 million in 2020. Total segment loss for 2021 is expected to be $2.0 million, compared to a total segment loss of $1.5 million in 2020. Loss from operations in 2021 is expected to be $11.4 million, compared to a $12.7 million loss from operations in 2020. The Registrant expects to report a net loss of approximately $7.8 million for 2021, compared to a net loss of $2.5 million for 2020.
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Note: This Form 12b-25 contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Such forward-looking statements include, but are not limited to, statements relating to the timing of the filing of the Form 10-K and changes to the Company’s results of operations for the year ended December 31, 2021 as compared to prior year period. There can be no assurance that these forward-looking statements will be achieved, and actual results could differ materially from those suggested by the forward-looking statements. Therefore, the forward-looking statements in this Form 12b-25 should be considered in light of the risks and uncertainties that attend such statements. The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as required by law.
Enservco Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 31, 2022
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By:
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/s/ Richard A. Murphy
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Name:
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Richard A. Murphy
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Title:
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Director and Executive Chairman (Principal Executive Officer) |
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