GridAI Technologies Corp NT 10-Q, filed May 18, 2021
GridAI Technologies Corp. (GRDX)
NT 10-Q
2021-05-18
For: 2021-03-31
View Original
Added on
October 17, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check
one):
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[ ]
Form 10-K [ ] Form 20-F [ ] Form 11-K [X]
Form 10-Q
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Form 10-D [ ] Form N-SAR [ ] Form
N-CSR
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For
Period Ended: March 31, 2021
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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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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
AzurRx BioPharma, Inc.
Full Name of Registrant
Not Applicable
Former Name if Applicable
1615 South Congress Avenue, Suite 103
Address of Principal Executive Office (Street and Number)
Delray Beach, Florida 33445
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.
AzurRx
BioPharma, Inc. (the “Company”) plans to file its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2021
(the “Form 10-Q”) with the Securities and Exchange
Commission (“SEC”) as soon as practicable and within
the five calendar day period provided by Rule 12b-25 for delayed
filings. The delay is due primarily to the Company’s recent
financings and transactions described below.
On
January 6, 2021, the Company consummated a registered direct
offering and private placement of approximately $8.0 million of
shares of Series C Preferred Stock and warrants to purchase shares
of common stock. On January 8, 2021, the Company issued
approximately $2.5 million of shares of Series C Preferred Stock to
First Wave Bio, Inc. in connection with the license agreement
entered into between the Company and First Wave Bio, Inc. The
preferred stock prohibited any conversion of Series C Preferred
Stock that would result in the holder owning 20% or more of the
Company’s common stock prior to stockholder approval of
certain proposals related to the registered direct offering and
private placement. The stockholders of the Company approved certain
proposals related to the registered direct offering and the private
placement on February 24, 2021, and all outstanding shares of
Series C Preferred Stock were converted to common stock. As a
result of the Company consummating the registered direct offering
and private placement, the holders of the Company’s
outstanding Series B Preferred Stock became entitled to exercise
their exchange right to exchange their Series B Preferred Stock
into Series C Preferred Stock and related warrants. During the
three month period ended March 31, 2021, holders with an aggregate
of approximately $10.1 million stated value of Series B Preferred
Stock exercised their exchange right into shares of Series C
Preferred Stock and warrants and the shares of Series C Preferred
Stock were converted to common stock. In addition, during the three
month period ended March 31, 2021, there were exercises of warrants
for common stock for an aggregate proceeds of $4.6
million.
As a
result of these transactions, the Company has needed to dedicate
significant resources, including its management’s attention,
to the closing of these transactions and to the accounting
determinations needing to be made by the Company as a result of
these financings and transactions, including the analysis of the
issuance of the Series C Preferred Stock and warrants in the
registered direct offering and the private placement, the issuance
of the Series C Preferred Stock to First Wave Bio, Inc,, the
exchanges of Series B Preferred Stock for Series C Preferred Stock
and warrants pursuant to the exchange right, and the warrant
exercises.
As a
result of the foregoing, the Company cannot, without unreasonable
effort or expense, file the Form 10-Q on the original due date. The
Company anticipates that it will be able to file the Form 10-Q
within the extension period provided under Rule
12b-25.
PART IV — OTHER INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this
notification:
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Daniel Schneiderman
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(646)
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699-7855
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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). [X] Yes
[ ] 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? [ X] Yes [ ] 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.
When
filed, the Form 10-Q will reflect the results of continuing
operations of the Company after conducting multiple financings and
transactions over the course of the fiscal year ended 2020 and the
first quarter of the fiscal year ending 2021, significantly
changing the Company’s results of continuing operations from
the corresponding periods for the last fiscal year. The Company is
not yet able to provide a quantitative comparison of results to the
corresponding period of the last fiscal year due to the ongoing
analysis and review of the effects of the financings and
transactions on the Company’s financial
statements.
AzurRx BioPharma, Inc.
(Name of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date:
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May 18, 2021
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By:
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/s/ Daniel Schneiderman
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Daniel
Schneiderman
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Title:
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Chief
Financial Officer
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