Giga-tronics Incorporated
08/15/2024 | Press release | Distributed by Public on 08/15/2024 08:25
Late Filing Notice Form NT 10 Q
NT 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 001-14605
CUSIP NUMBER 375175106
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(Check one): |
☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR |
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For Period Ended: June 30, 2024 |
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☐Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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☐ Transition Report on Form N-SAR |
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For the Transition Period Ended: |
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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
Gresham Worldwide, Inc.
Full Name of Registrant
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7272 E. Indian School Rd., Suite 540 |
Address of Principal Executive Office (Street and Number)
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Scottsdale, AZ 85251 |
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) |
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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(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 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) |
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 or the transition report portion thereof could not be filed within the prescribed time period.
Gresham Worldwide, Inc. (the "Company") is unable to file the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the "Form 10-Q") in a timely manner without unreasonable effort or expense. The reason is that the pressures from the litigation filed by a noteholder in New York and the potential consequences has diverted management. In addition, the Company has not been able to pay its auditors which has delayed their review. The Company has filed a petition for reorganization under Chapter XI of the bankruptcy laws on August 14, 2024 and expects it will file its Form 10-Q within the five-day period if it can obtain funding to pay its auditors.
Part IV - Other Information
1.
Name and telephone number of person to contact in regard to this notification
Michael D. Harris (561) 471-3507
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(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).
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Yes |
X |
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?
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Yes |
X |
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.
Our revenue increased to $10,655,000 for the quarter ended June 30, 2024 from $8,778,000 for the quarter ended June 30, 2023. We expect to report comprehensive income of 1,389,000 in contrast to a comprehensive loss of 2,644,000 The income is due to an Generally Accepted Accounting Principles requiring the company to book other income arising from the convertible notes which are in default. For the quarter ended June 30, 2024, the Company expects to report a $118,000 loss from continuing operations in contrast to a loss from continuing operations of $1,146,000 for the quarter ended June 30, 2023. For the six months ended June 30, 2024, the Company expects to report a $2,874,000 loss from continuing operations in contrast to a loss from continuing operations of $4,937,000 for the six months ended June 30, 2023.
The expected results of operation set forth above are subject to change and completion of the auditor's review.
Gresham Worldwide, Inc.
(Name of Registrant as Specified in Charter)
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: August 15, 2024 |
By: |
/s/ Lutz Henckels |
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Title: |
Chief Financial Officer |