UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 000-22333
CUSIP NUMBER: 630079101

 

(Check One): ☒ Form 10-K   ☐ Form 20-F   ☐ Form 10-Q   ☐ Form 10-D   ☐ Form N-SAR

For Period Ended:  December 31, 2018

☐ 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: ___________________

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

PART I -- REGISTRANT INFORMATION

Nanophase Technologies Corporation
Full Name of Registrant
 
1319 Marquette Drive
Address of Principal Executive Office
(Street and Number)
 
Romeoville, Illinois 60446
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 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,11-K or Form N-SAR, 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 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 the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report portion thereof, could not be filed within the prescribed time period.

The Company is unable to file timely, without unreasonable effort or expense, its Annual Report on Form 10-K for the period ended December 31, 2018 (the “Annual Report”). The Company recently identified and has been working to resolve certain liquidity issues which, among other things, affect the substance of the disclosure in the Annual Report and the Company’s independent registered public accounting firm’s audit of, and report on, the Company’s financial statements for the year ended December 31, 2018. The Company has been unable to resolve these issues. Additional time is needed for the Company to complete its analysis of these recent developments for disclosure in the Annual Report.

The Registrant will make every effort to file its Annual Report on Form 10-K for the quarter ended December 31, 2018, as soon as practical before the fifteenth calendar day following the prescribed due date.

PART IV-- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Jaime Escobar

  

630

  

771-6705

(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.  

Nanophase Technologies Corporation

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 29, 2019  
By:

/s/ Jaime Escobar

  
  Chief Financial Officer