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Biosynergy (BSYN)

Filed: 17 Mar 22, 12:13pm

 

 UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB Number:         3235-0058

Expires:         February 28, 2022 Estimated average burden hours per response         2.50

 

FORM 12b-25

 

SEC FILE NUMBER

 

 

NOTIFICATION OF LATE FILING

 

CUSIP NUMBER

 

 

 

(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:    January 31, 2022                                                            

☐    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 Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has veried 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

 

Biosynergy, Inc.


Full Name of Registrant

 

N/A


Former Name if Applicable

 


Address of Principal Executive Office (Street and Number)

 

1940 East Devon Avenue, Elk Grove Village, IL 60007


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.

 

 

SEC 1344 (06-19)Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. 

 

 

 

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 Attached Page

 

 

PART IV OTHER INFORMATION

 

(1)

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

 

 Lauane C. Addis 312 377-7853
 (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.

 


 

Biosynergy, Inc.


(Name of Registrant as Specified in Charter)

 

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

 

DateMarch 17, 2022 By/s/ Fred K. Suzuki, CEO and President

 

 

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).

 

GENERAL INSTRUCTIONS

 

1.

This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

 

 

2.

One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.

 

 

3.

A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

 

 

4.

Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.

 

 

5.

Interactive data submissions. This form shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter).

 

 

 

Part III Narrative:

 

As previously reported, on January 18, 2022, Biosynergy, Inc. (the “Company”) sold substantially all of its assets to LCR Hallcrest, LLC pursuant to an order entered by the Circuit Court of Cook County, Illinois, Chancery Division, (the ”Court”), Case No. 2021CH05951, as authorized by 805 ILCS 5/12.05 et seq. of the Illinois Business Corporations Act (“BCA”). The Court found that dissolution of the Company was reasonably necessary because the business of the Company can no longer be conducted to the general advantage of its shareholders. Contemporaneously with the closing of the sale of substantially all of its assets to LCR Hallcrest, LLC, and the resulting cessation of business, the Company adopted the liquidation basis of accounting. As a result of the change in accounting methods, the Company is unable to complete the preparation of financial statements necessary to file its Quarterly Report on Form 10-Q by March 17, 2022.

 

Part IV (3)

 

As a result of the cessation of business and the winding down of the Company as a result of the sale of substantially all of its assets, the results of operations and financial condition of the Company will be different than the corresponding period in 2021. Further the costs of production of the Company’s products are higher due to the Company having its products manufactured by a contract manufacturer since August 2021. The operating expenses of the Company have increased during the nine month period ending in January 31, 2022 by $113,256 as compared to the same period ending in 2021. The cost of sales has also increased by $184,040 for the nine month period ending in January 31, 2022 over the same period in 2021. The increase in expenses resulted in larger net losses for the nine month period ending in January 31, 2022 over the same period in 2021. Moreover, as a result of the adoption of the liquidation basis of accounting, the balance sheet of the Company at January 31, 2022 will be significantly different than the balance sheet at January 31, 2021. While adopting the liquidation basis of accounting necessarily requires estimating certain balance sheet items, the Company is in the process of quantifying the estimates and will not have final estimates, where needed, to complete the financial statements by March 17, 2022.