- Notification that Annual Report will be submitted late (NT 10-K)
01 Avril 2010 - 11:07PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 001-33521
CUSIP Number: 45668X105
NOTIFICATION OF LATE FILING
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(Check
one):
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x
Form 10-K
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o
Form 20-F
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o
Form 11-K
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o
Form 10-Q
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o
Form 10-D
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o
Form N-SAR
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o
Form N-CSR
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For Period
Ended:
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December 31, 2009
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o
Transition Report on Form 10-K
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o
Transition Report on Form 20-F
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o
Transition Report on Form 11-K
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o
Transition Report on Form 10-Q
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o
Transition Report on Form N-SAR
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For the
Transition Period Ended:
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Read Instructions (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
InfoLogix,
Inc.
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Full Name of
Registrant
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Former Name if
Applicable
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101 E.
County Line Road
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Address of
Principal Executive Office
(Street and
Number)
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Hatboro,
PA 19040
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City, State and
Zip Code
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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 accountants
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
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F, 11
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K, 10
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Q, 10
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D, N
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SAR, N
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CSR, or the transition
report or
portion
thereof, could not be filed within the prescribed time period.
InfoLogix, Inc. (the
Company) was unable to file its Annual Report on Form 10-K for the year ended
December 31, 2009 (the Form 10-K) within the prescribed time period on or
before March 31, 2010 without unreasonable effort or expense. The Company
requires the additional time to complete the preparation of its consolidated
financial statements that will be included in the Form 10-K, for the Companys
independent accountants to complete their review of the same.
As previously reported and
discussed more fully in the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 25, 2009, the Company and its
subsidiaries completed a restructuring transaction with Hercules Technology
Growth Capital, Inc. and Hercules Technology I, LLC on November 20, 2009 (the
Hercules Restructuring), which resulted in a change of control of the
Company. The Company and its independent
accountants are diligently working to prepare financial statements that appropriately
reflect the change of control. The
Company undertakes the responsibility to file its Form 10-K no later than
fifteen days after its original due date, April 15, 2010.
(Attach extra Sheets if Needed)
PART IV OTHER INFORMATION
(1)
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Name and
telephone number of person to contact in regard to this notification
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John A. Roberts
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(215)
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604-0691
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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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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x
Yes
o
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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x
Yes
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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 Company has not yet finalized its financial
statements for the year ended December 31, 2009 for the reasons set forth in
Part III of this Form 12b-25.
Accordingly, the Company cannot provide an estimate of its net loss at
this time and the following information is subject to adjustment.
The Company expects to report a net loss for the
year ended December 31, 2009 that reflects an increase over the net loss of
$13.2 million for the year ended December 31, 2008. The expected increase in net loss is
attributable, in part, to a substantial increase in interest and related
borrowing and default fees to the Companys senior lender, reduced sales and,
during the first six months of 2009, lower gross margins due to the economic
slowdown. In addition, as more fully
explained in Part III of this Form 12b-25, the Hercules Restructuring
resulted in a change of control of the Company.
The Company expects its independent registered
public accounting firm to include an explanatory paragraph with respect to
the Company's ability to continue as a going concern in its report on the
Companys consolidated financial statements for the year ended December 31,
2009.
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InfoLogix, 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
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April 1, 2010
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By
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/s/ John A.
Roberts
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John A. Roberts
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Chief Financial
Officer
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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 representatives authority to sign on
behalf of the registrant shall be filed with the form.
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ATTENTION
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Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
1001).
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