Bloomia Holdings, Inc NT 10-Q, filed Aug 13, 2021
Bloomia Holdings, Inc. (TULP)
NT 10-Q
2021-08-13
For: 2021-06-30
View Original
Added on
October 17, 2026
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SEC FILE NUMBER
001-13471
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CUSIP NUMBER
45765Y204
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
For Period Ended: June 30,
2021
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
For the Transition Period Ended:
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Read Instruction (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
Insignia
Systems, Inc.
Full Name of Registrant
Former Name if Applicable
7308 Aspen
Lane N, Ste 153
Address of Principal Executive Office (Street and
Number)
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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☒
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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;
(b) The
subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-CEN 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
(c) 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-CEN, N-CSR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
Insignia Systems,
Inc. (the “Company”) is unable to file its quarterly
report on Form 10-Q for the period ended June 30, 2021 (the
“Covered Report”) within the prescribed time period
without unreasonable effort and expense. Due to misstatements
relating to sales tax accruals on certain non-POPs
services/products sold to non-exempt customers, the Company is in
the process of completing a restatement of its previously issued
audited financial statements for the years ended December 31,
2020 and 2019, and the Company’s unaudited financial
statements for the periods ended September 30, 2020 and 2019,
June 30, 2020 and 2019, and March 31, 2021, 2020 and
2019. The Company intends to file the Covered Report as soon as
practicable after the restated financial statements for the periods
ended June 30, 2020 are available, but not later than the
fifth calendar day following the prescribed due date for the
Covered Report.
For
additional information regarding the circumstances and potential
impacts of the foregoing restatements please refer to the
Company’s current report on Form 8-K filed with the
Commission on August 13, 2021.
PART IV – OTHER
INFORMATION
(1)
Name and telephone
number of person to contact in regard to this
notification
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Zackery A. Weber
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763
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392-6200
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(Name)
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(Area
Code)
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(Telephone
Number)
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(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
(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.
The
following table presents the Company’s preliminary results
for the second quarter of 2021 and preliminary restated results for
the second quarter of 2020, each of which reflects the estimated
impacts of the sales tax matters relating to the above-referenced
restatement.
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Preliminary Operating Results:
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(Unaudited)
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Three
months ended June 30,
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2021
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2020
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Net
sales (in millions)
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$5.9 - $6.1
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$3.2 - $3.4
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Operating
loss (in thousands)
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$850 - $1,050
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$1,800 - $2,000
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Net
loss (in thousands)
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$850 - $1,050
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$1,800 - $2,000
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Based
on the preliminary operating results, net sales increased primarily
due to growth in non-POPS services/products compared to the prior
year period, which partially resulted from the substantial negative
impacts on net sales from the COVID-19 pandemic during the prior
year period. Improvements in operating loss and net loss were
primarily due to the increase in non-POPS net sales, as well as
increases to POPS solutions margin, partially offset by increased
legal expenses in Q2 2021 compared to the prior year
period.
The
foregoing preliminary unaudited financial information for the
second quarter of 2021 is based upon estimates and subject to
completion of our financial closing procedures and external audit
and interim review processes. Such financial information has been
prepared by management solely on the basis of currently available
information. The preliminary unaudited financial information does
not represent and is not a substitute for a comprehensive statement
of financial results, and our actual results may differ materially
from these estimates because of final adjustments, the completion
of our financial closing procedures, including the pending
restatements, and other developments after the date of this
release.
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Insignia Systems, Inc.
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(Name of Registrant as Specified in Charter)
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has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date: August 13, 2021
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By:
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/s/
Zackery A. Weber
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Zackery
A. Weber
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Senior
Director of Financial Planning & Analysis
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