FORM 12b –25







Check One:


☐ Form 10-K    ☐ Form 20-F    ☐ Form 11-K    ☒ Form 10-Q    ☐ Form 10-D    ☐ Form N-CEN   ☐ Form N-CSR


For Period Ended: March 31, 2021

☐       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: __________________________


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 check above, identify the Item(s) to which the notification relates:





Adamis Pharmaceuticals Corporation

Full Name of Registrant



Former Name if Applicable


11682 El Camino Real, Suite 300

Address of Principal Executive Office (Street and Number)


San Diego, CA 92130

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.)


  (a) 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-CEN 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


  (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, 10-D, N-CEN, 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 Quarterly Report on Form 10-Q for the three-month period ended March 31, 2021 (the “Form 10-Q”) because it requires additional time to compile and evaluate certain information and complete its review of its financial statements and other disclosures in the Form 10-Q, including regarding matters relating to its US Compounding Inc. subsidiary and management’s evaluation of the Company’s disclosure controls and procedures and internal control over financial reporting, 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-Q within the 5-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 “expects,” “will,” “anticipates,” 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 timing of our filing of the Form 10-Q. 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-Q within the five-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.




(1) Name and telephone number of person to contact in regard to this notification.


  Dennis J. Carlo (858) 997-2400
  (Name) (Area Code and Telephone Number)



(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 the answer is no, identify report(s).


☒ Yes       ☐ No


(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


The Company anticipates that the Form 10-Q will reflect a decrease in net revenue, a decrease in loss from operations, an increase in the expense relating to change in fair value of warrants, and an increase in its net loss, for the three months ended March 31, 2021, compared to the comparable period of the prior year.




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: May 17, 2021


/s/ Dennis J. Carlo

Dennis J. Carlo

Chief Executive Officer



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