Notification That Form 20-f Will Be Submitted Late (nt 20-f)
May 02 2016 - 6:32AM
Edgar (US Regulatory)
SEC
FILE NUMBER: 001-
33765
CUSIP NUMBER:
009411109
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
(Check one):
¨
Form 10-K
x
Form 20-F
¨
Form 11-K
¨
Form 10-Q
¨
Form
10-D
¨
Form N-SAR
¨
Form N-CSR
For Period
Ended:
December 31, 2015
¨
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:
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.
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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:
PART I
─
REGISTRANT INFORMATION
AirMedia Group Inc.
Full Name of Registrant
Former Name if Applicable
17/F, Sky Plaza, No. 46 Dongzhimenwai
Street, Dongcheng District,
Address of Principal Executive Office
(Street and Number)
Beijing 100027 The People's Republic
of China
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.
In
2015, AirMedia Group Inc. (the “Company”) sold substantial portion of its airport media business and the billboard
and LED media business to an unrelated third party (the “Divestiture”). As a result, the Company is unable to file
its annual report on Form 20-F for the fiscal year ended December 31, 2015 (the “Annual Report") within the prescribed
time period without unreasonable effort or expense because the audit of the Company’s financial statements has not yet been
completed. The Company expects to file the Annual Report no later than the fifteenth calendar day following the prescribed due
date, as permitted by Rule 12b-25.
SEC 1344 (04-09)
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Persons
who are to respond to the collection of information contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
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PART IV
─
OTHER INFORMATION
(1) Name
and telephone number of person to contact in regard to this notification
Richard
Peidong Wu
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(86
10)
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8460-8181
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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
¨
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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
x
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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The
characterization of the Company’s business lines subject to the Divestiture as discontinued operations will materially affect
the financial results of the Company for the years ended December 31, 2013, 2014 and 2015.
Forward-Looking
Statements
This
notification includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. The words “expects,” “intends,” “anticipates” and
similar terms and phrases are used in this notification to identify forward-looking statements. Risks, uncertainties and assumptions
that could affect the Company’s forward-looking statements include, among other things, any changes to our anticipated financial
results as a result of our independent registered public accounting firm completing its audit of the Company’s financial
statements, the ability of us and our auditors to confirm information or data identified in the review, our ability to complete
and file future periodic filings with the SEC on a timely basis and other risks and uncertainties discussed more fully in the
Company’s filings with the SEC. Unless required by law, the Company expressly disclaims any obligation to update publicly
any forward-looking statements, whether as a result of new information, future events or otherwise.
AirMedia Group 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:
May 2, 2016
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By:
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/s/
Richard Peidong Wu
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Name:
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Richard
Peidong Wu
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Title:
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Chief
Financial Officer
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