Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 16 2020 - 3:27PM
Edgar (US Regulatory)
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,
2019
☐ 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: ________________
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: N/A
PART I – REGISTRANT INFORMATION
CPI Aerostructures, Inc.
Full Name of Registrant
N/A
Former Name if Applicable
91 Heartland Blvd
Address of Principal Executive Office (Street and Number)
New York, New York 11717
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
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, Form 11-K, Form N-SAR or Form-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 the reasons
why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, NBSAR, N-CSR, or the transition
report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed)
As disclosed in the Current Report on Form 8-K filed by
the Company with the Securities and Exchange Commission (“SEC”) on February 14, 2020, (the “Form 8-K”),
the audit committee of the board of directors of the Company, determined, based on the recommendation of management and in consultation
with CohnReznick LLP (“CohnReznick”), the Company’s independent registered public accounting firm, that the Company’s
financial statements which were included in its annual report on Form 10-K for the year ended December 31, 2018, quarterly reports
on Forms 10-Q for the quarters ended March 31, 2018, June 30, 2018, and September 30, 2018 and quarterly reports on Forms 10-Q
for the quarters ended March 31, 2019, June 30, 2019, and September 30, 2019 (“Non-Reliance Periods”) should no longer
be relied upon due to an error in such financial statements relating to the Company’s recognition of revenue from contracts
with customers under ASC Topic 606. Similarly, CohnReznick’s reports on the effectiveness of internal control over financial
reporting for the year ended December 31, 2018, management’s reports on the effectiveness of internal control over financial
reporting, press releases, and investor communications describing the Company’s financial statements for such periods should
no longer be relied upon.
The Company intends to include in its Annual Report on
Form 10-K for the year ended December 31, 2019 (“2019 Form 10-K”), restated financial statements and other disclosures
for the Non-Reliance Periods as soon as reasonably practical. As a result of the pending restatements of such financial statements,
and the fact that the audited financial statements for the year ended December 31, 2019 cannot be finalized until the restated
financial statements for the Non-Reliance Periods are completed, the Company was unable to complete its financial statements and
file its 2019 Form 10-K by the prescribed due date for such filing (March 16, 2020) without unreasonable effort or expense.
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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Thomas Powers
(Name)
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(516)
(Area Code)
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586-5200
(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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☒ 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?
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☒ 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.
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Until completion of the restatement
as described above, the Company will not be in a position to provide a reasonable estimate of its results of operations for any
of the affected periods. The Company will provide full financial results and a description of the resulting changes to such financial
periods in its 2019 Form 10-K.
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Forward-looking Statements:
“Safe Harbor” Statement under the
Private Securities Litigation Reform Act of 1995: All statements other than statements of historical fact included in this Form
12b-25 are forward-looking statements. When used in this Form 12b-25, words such as “anticipate,” “believe,”
“estimate,” “expect,” “intend,” and similar expressions, as they relate to the Company or its
management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s
management, as well as assumptions made by and information currently available to the Company’s management. Actual results
could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but
not limited to, the Company’s ability to complete the financial statements required to be included in its Annual Report on
Form 10-K for the year ended December 31, 2019, or the restatement of the affected prior period financial statements; the timing
and results of the Company’s review of the effectiveness of internal control over financial reporting and related disclosure
controls and procedures; whether a restatement of financial results will be required for other periods or for other accounting
issues; risks relating to the substantial costs and diversion of management’s and other personnel’s attention and resources
deployed to address the restatement and internal control matters; the timing of the review by, and the conclusions of, the Company’s
independent auditor with respect to the previously issued or prior fiscal years’ financial statements; the risk that the
filing of the restatement of the affected financial statements will take longer than anticipated; adverse effects on the Company’s
business related to the disclosures made in this Form 12b-25 or the reactions of customers or suppliers; any adverse developments
in existing legal proceedings or the initiation of new legal proceedings; and volatility of the Company’s stock price. Additional
risks are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Because the risks, assumptions,
and uncertainties referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking
statements, readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only
as of the date made. The Company has no obligation to update any forward-looking statement to reflect events or circumstances after
the date hereof.
CPI AEROSTRUCTURES, 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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March 16, 2020
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By:
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/s/ Thomas Powers
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Thomas Powers, Acting 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 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).
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