THER Theralink Technologies Inc (CE)

 

 

☒		SEC FILE NUMBER 000-52218
☐		CUSIP NUMBER 68235A200

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check one):		☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
		For Period Ended: December 31, 2022
		☐ 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 checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

 

Theralink Technologies, Inc.

Full Name of Registrant

 

 

Former Name if Applicable

 

15000 W. 6th Ave., #400

Address of Principal Executive Office (Street and Number)

 

Golden, CO 80401

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 or expense;
☒		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or 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 of 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 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 Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

 

Theralink Technologies, Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2022 (the “Form 10-Q”) within the prescribed time period without unreasonable effort or expense. The Company experienced staffing issues during the quarter due to turnover and an extended absence within the accounting department. The Company does expect that the Form 10-Q will be filed 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 Chilcott		888		585-4923
	(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 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 ☐
	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.   For the three months ended December 31, 2022, the Company had $1,130,902 in cash as compared to $393,460 for the three months ended September 30, 2022. The increased cash balance was the result of a financing completed on November 29, 2022. As part of the financing, the Company restructured its previous debt and equity into new debentures. As a result, for the three months ended December 31, 2022, the Company had loss on debt extinguishment of $5,434,447 as compared to debt extinguishment of $0 for the three months ended December 31, 2021. For the three months ended December 31, 2022, the Company had derivative expense of $26,397,075 as compared to derivative expense of $0 for the three months ended December 31, 2021, related to the refinancing. For the three months ended December 31, 2022, the Company had interest expense of $1,847,035 as compared to interest expense of $135,651 for the three months ended December 31, 2021, related to the increase in debt.

 

 

Theralink Technologies, 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: February 15, 2023	By:	/s/ Thomas Chilcott
	Name:	Thomas Chilcott
	Title:	Chief Financial Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)