Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB
May 16 2024 - 8:31AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
12b-25
Commission File Number: 333-261849
NOTIFICATION OF LATE FILING
☐ Form 10-K |
☐ Form 20-F |
☐ Form 11-K |
☒ Form 10-Q |
☐ Form 10-D |
☐ Form N-SAR |
☐ Form N-CSR |
|
For Period Ended: March 31, 2024
☐ Transition Report on Form 10-K |
☐ Transition Report on Form 10-Q |
☐ Transition Report on Form 20-F |
☐ Transition Report on Form N-SAR |
☐ Transition Report on Form 11-K |
|
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 checked above, identify the Item(s) to which the notification relates: _______________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant |
Optimus Healthcare Services, Inc. |
Former name if applicable |
|
Address of principal executive office |
1400 Old Country Road, Suite 306 |
City, state and zip code |
Westbury, NY 11590 |
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.)
|
(a) |
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
☐ |
(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR or Form N-CSR, or portion thereof will be filed on or before the 15th 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 |
|
(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III
NARRATIVE
State below in reasonable
detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within
the prescribed time period.
Optimus Healthcare Services,
Inc.. (the “Company”) is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the
period ended March 31, 2024 (the “Form 10-Q”) by the filing date for the reasons discussed in this Form 12b-25.
The Company previously reported in its Notification of Late Filing on Form 12b-25, filed with the SEC on April 1, 2024, that the Company
was unable to file its Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”) within the prescribed
time period. The Company is working diligently to complete and file the Form 10-Q as soon as practicable. However, given the time and
focus dedicated to the Company’s completion of its annual report on Form 10-K, the Company is necessarily delayed in its reporting
and review process for the quarter ended March 31, 2024. As a result, the Company does not expect to complete the preparation and filing
of the Form 10-Q on or before the fifth calendar day following the prescribed due date.
PART
IV
OTHER
INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas McNeill |
|
(516) |
|
806-4201 |
(Name) |
|
(Area Code) |
|
(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
As of the date of this Form 12b-25, the Company has not filed its Annual
Report on Form 10-K for the fiscal year ended December 31, 2023.
(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
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.
Cautionary Note on Forward-Looking Statements
This Form 12b-25 includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this Form 12b-25 are forward-looking
statements, including statements regarding the Company’s expectation regarding the timing of the filing with the SEC of the Form
10-K and Form 10-Q. Such forward looking statements may be identified by, among other things, the use of forward-looking terminology such
as “believe,” “expect,” “may,” “could,” “would,” “plan,” “intend,”
“estimate,” “predict,” “potential,” “continue,” “should” or “anticipate”
or the negative thereof or other variations thereon or comparable terminology.
Forward-looking statements are based on beliefs
and assumptions by management and the Board of Directors of the Company (the “Board”), and on information currently available
to the Board and management. A number of important factors could cause actual results to differ materially from those contained in any
forward-looking statement. Potential consequences of the matters discussed in this Form 12b-25 include, but are not limited to: the risk
that additional information may arise prior to the filing of the Form 10-K and Form 10-Q; the risk that the Company may determine to include
additional adjustments as it finalizes the Form 10-K and Form 10-Q, the financial statements for the fiscal year ended December 31, 2023,
and the financial statements for the three months ended March 31, 2024; the risk that the timing and ultimate conclusions of the auditors
regarding the audit of the Company’s financial statements could differ from the Company’s current expectations; the risk that
the completion and filing of the Company’s Form 10-Q will take longer than expected and will not be completed by the extension period
provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended; the possibility that the Company will not be
able to become current in its filings with the SEC; the risk of investigations or actions by governmental authorities or regulators and
the consequences thereof, including the imposition of civil or criminal penalties; and the risk that the Company may become subject to
stockholder lawsuits or claims. It is very difficult to predict the effect of known factors, and the Company cannot anticipate all factors
that could affect actual results that may be important to an investor. All forward-looking information should be evaluated in the context
of these risks, uncertainties and other factors, including those factors disclosed under “Risk Factors” in the Company’s
Annual Report on Form 10-K filed with the SEC on March 31, 2023 and the Company’s subsequent reports filed with the SEC.
All forward-looking statements in this Form 12b-25
are based on information available to the Company as of the date hereof. The Company undertakes no obligation to revise or publicly release
the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers
are cautioned not to place undue reliance on such forward-looking statements.
Optimus Healthcare Services, Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: May 16, 2024 |
|
/s/ Thomas McNeill |
|
By: |
Thomas McNeill |
|
Title: |
Chief Financial Officer |
-4-
Optimus Healthcare Servi... (PK) (USOTC:OHCS)
Historical Stock Chart
From May 2024 to Jun 2024
Optimus Healthcare Servi... (PK) (USOTC:OHCS)
Historical Stock Chart
From Jun 2023 to Jun 2024