NEPT Neptune Wellness Solutions Inc

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SEC FILE NUMBER:001-33526

CUSIP NUMBER: 64079L204

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-CEN
	☐ Form N-CSR
	For Period Ended: March 31, 2023
	☐ 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: _____________

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.

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

NEPTUNE WELLNESS SOLUTIONS INC.

_____________________________________________________________________________________

Full Name of Registrant

_____________________________________________________________________________________

Former Name if Applicable

100-545 Promenade du Centropolis

_____________________________________________________________________________________

Address of Principal Executive Office (Street and Number)

Laval, Quebec, Canada H7T 0A3

_____________________________________________________________________________________

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)

	(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.

 

 

---

 

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.

(Attach extra sheets if Needed)

 

See Attachment A.

PART IV - OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Raymond Silcock		450		687-2262
	(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).
	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.
	For the prior fiscal year ended March 31, 2022, the Company reported total revenues of $48.8 million and gross loss (cost of sales in excess of total revenues) of $7.5 million. The Company expects to report total revenues of approximately $52.6 million and gross loss of approximately $2.7 million for the year ended March 31, 2023. The Company's results of operations for the fiscal quarter ended March 31, 2023 may be significantly different from the prior fiscal year, primarily due to expected fourth quarter intangible assets and goodwill impairment charges in the range of $25 to $31 million, primarily related to the Sprout business.   Additionally, there is substantial doubt that the Company will be able to continue as a going concern. The Company is required to actively manage its liquidity and expenses and payments of payables are not being made as the amounts become due for certain suppliers. A more detailed discussion of results of operations will be included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K to be filed.

 

 

 

 

 

 

 

---

 

NEPTUNE WELLNESS SOLUTIONS 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: June 30, 2023	By:	/s/ Raymond Silcock
	Name:	Raymond Silcock
	Title:	Chief Financial Officer

 

 

 

 

---

 

ATTACHMENT A

EXPLANATORY NOTE:

This Form 12b-25: Notification of Late Filing (this “Form 12b-25”) is being filed by Neptune Wellness Solutions Inc. (the “Company”) to seek an extension of the filing deadline for its Annual Report on Form 10-K for the year ended March 31, 2023 (“Annual Report”) pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

The due date for the filing of the Annual Report is June 29, 2023 (the “Filing Deadline”). Pursuant to the filing of this Form 12b-25, the due date for the filing of the Annual Report is being extended to July 14, 2023 (“Extended Filing Deadline”). The Company intends to file its Form 10-K for the year ended March 31, 2023 on or before the Extended Filing Deadline.

 

Part III – Narrative

The Company hereby confirms that it is unable to file the Annual Report by the Filing Deadline without unreasonable effort or expense due to a delay experienced by the Company in completing its financial statements and other disclosures in the Annual Report. The Company has limited accounting and financial personnel and therefore requires additional time to compile and process the information necessary for the completion of the Annual Report. The Company has reported and will continue to report ineffective disclosure controls and procedures and internal controls over financial reporting as of March 31, 2023 in the Company’s Annual Report to be filed.

 

Forward-Looking Statements

This filing contains a number of forward-looking statements. Words such as “expect,” “will,” “working,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our beliefs and expectations relating to the filing of the Annual Report and the results of the ongoing review. These forward-looking statements are not guarantees of future results and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond our control. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Company’s financial reporting, including the possibility that the Company will not be able to file its Annual Report within the fifteen-day extension permitted by the rules of the U.S. Securities and Exchange Commission, and the possibility that the ongoing review may identify errors or control deficiencies in the Company's accounting practices. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.
 

 

---

---