UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
washington, d.c. 20549
form 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 000-56021
CUSIP NUMBER: 00489Y402
(Check One): | ¨ | Form 10-K | ¨ | Form 20-F | ¨ | Form 11-K | x | Form 10-Q |
¨ | Form 10-D | ¨ | Form N-SAR | ¨ | Form N-CSR |
For Period Ended: September 30, 2020
¨ | 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 Instruction Sheet (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
Full Name of Registrant:
Acreage Holdings, Inc.
Former Name if Applicable:
N/A
Address of Principal Executive Office (Street and Number):
450 Lexington Avenue, #3308
City, State and Zip Code:
New York, New York 10163
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).
x | (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, or 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 | ||
(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 the Form 10-K, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed).
Acreage Holdings, Inc. (the “Company”) will be unable to file its quarterly report on Form 10-Q for the quarter ended September 30, 2020 (the “Quarterly Report”) within the prescribed period because the Company needs additional time to assess the accounting and disclosure related to an investment and a series of related transactions contained in the Quarterly Report.
The Company is submitting this Form 12b-25 to ensure that it remains timely in its periodic filings under the Securities Exchange Act of 1934, as amended.
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Safe Harbor Statement
This notice contains certain “forward-looking statements” relating to the Company. All statements, other than statements of historical fact included herein, are “forward-looking statements” including statements regarding the timing, duration and outcome of the Company’s work in connection with completing certain financial statements. These forward-looking statements are often identified by the use of forward-looking terminology such as “intends,” expects” or similar expressions and involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks, and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this filing. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. For additional information and risk factors that could affect the Company, see its filings with the SEC. The information contained in this filing is made as of the date hereof, even if subsequently made available by the Company on its website or otherwise.
part iv – other information
(1) | Name and telephone number of person to contact in regard to this notification: |
James A. Doherty
(646) 600-9181
(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 reports been filed? If answer is no, identify report(s). |
x | 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? |
x | 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.
On November 11, 2020, the Company issued preliminary financial results for its quarter ended September 30, 2020 (the “Q32020 Earnings Release”). In the Q32020 Earnings Release, the Company indicated that it expects to record reported revenue of $31.7 million for the quarter, as compared to $22.4 million in reported revenue in the same period in 2019. Also in the Q3 2020 Earnings Release, the Company indicated that it expects to report a net loss for the quarter of $35.7 million, as compared to a $38.7 million net loss in the same period in 2019. All financial information contained in the Q32020 Earnings Release is preliminary and subject to change until such time as the Company files the Quarterly Report with the Securities and Exchange Commission.
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Acreage Holdings, Inc. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 16, 2020 | By: | /s/ Glen S. Leibowitz |
Glen S. Leibowitz | ||
Chief Financial Officer |
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