Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 31 2021 - 4:38PM
Edgar (US Regulatory)
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
|
SEC
FILE NUMBER
000-26372
|
|
FORM
12b –25
NOTIFICATION
OF LATE FILING
|
CUSIP
NUMBER
00547W208
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Check
One:
☒
Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CSR
For
Period Ended: December 31, 2020
☐
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: __________________________
If
the notification relates to a portion of the filing check above, identify the Item(s) to which the notification relates:
PART
I -- REGISTRANT INFORMATION
Adamis
Pharmaceuticals Corporation
|
Full Name of Registrant
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N/A
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Former Name if
Applicable
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11682
El Camino Real, Suite 300
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Address of Principal
Executive Office (Street and Number)
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San
Diego, CA 92130
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City, State and
Zip Code
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PART
II -- RULES 12b - 25(b) and (c)
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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.)
|
|
(a)
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The
reasons described in reasonable detail in Part III of this form could not be eliminated
without unreasonable effort expense;
|
|
☒
|
(b)
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 a 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 a portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
|
|
☐
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(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
|
State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof could not be filed within the prescribed time period. (Attach
extra sheets if needed.)
Adamis Pharmaceuticals Corporation (the “Registrant”
or the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form
10-K for the fiscal year ended December 31, 2020 (the “Form 10-K”) because it needs additional time to prepare and
review certain information and complete its review of its financial statements and other disclosures in the Form 10-K, including
without limitation regarding matters relating to warrant liability expense and change in fair value of warrants and the assessment
of the impairment of its goodwill and indefinite-lived intangible assets, and the audit procedures related to the foregoing, which
could not be completed by the date required without incurring unreasonable effort and expense. The Company anticipates that it will
file its Form 10-K as soon as reasonably possible and within the 15-day grace period provided by Rule 12b-25 of the Securities
Exchange Act of 1934, as amended.
Forward-Looking Statements
This filing contains a number of forward-looking statements.
Words such as “expect,” “will,” “working,” and variations of such words and similar future
or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are
not limited to, statements regarding our beliefs and expectations relating to the filing of our Annual Report on Form 10-K. These
forward-looking statements are not guarantees of future results and are subject to a number of risks and uncertainties, many of
which are difficult to predict and beyond our control. Important factors that may cause actual results to differ materially from
those in the forward-looking statements include, but are not limited to, a delay in the Company’s financial reporting, including
the possibility that the Company will not be able to file its Form 10-K within the fifteen-day extension permitted by the rules
of the U.S. Securities and Exchange Commission. We disclaim and do not undertake any obligation to update or revise any forward-looking
statement in this report, except as required by applicable law or regulation.
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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Robert O. Hopkins
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(858) 997-2400
|
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(Name)
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(Area
Code and 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
For the reasons stated above in Part III, the Company cannot reasonably
estimate at this time the anticipated change to its results of operations, but it expects the Company’s net revenues to decrease,
and its loss from operations and net loss to increase, compared to the prior year ended December 31, 2019.
Adamis Pharmaceuticals Corporation
|
(Name
of Registrant as specified in its charter)
|
has
caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March
31, 2021
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By:
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/s/ ROBERT O. HOPKINS
|
|
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Robert O. Hopkins
|
|
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Chief Financial Officer
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