template_nt10q.htm
|
|
|
OMB APPROVAL
|
|
|
|
OMB Number:
3235-0058
|
|
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
|
Expires:
February 28, 2022
|
Estimated
average burden
|
|
|
|
hours per
response.......2.50
|
|
|
|
|
|
FORM
12b-25
|
SEC FILE NUMBER
|
|
001-32421
|
|
|
|
|
|
|
|
CUSIP NUMBER
|
|
NOTIFICATION
OF LATE FILING
|
36116X102
|
(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:
September 30, 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:
|
|
|
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
|
Fusion
Connect, Inc.
|
|
Full Name of
Registrant
|
|
Fusion
Telecommunications International, Inc.
|
|
Former Name if
Applicable
|
|
210 Interstate North Parkway, Suite
300
|
|
Address of
Principal Executive Office (Street
and Number)
|
|
Atlanta, Georgia 30339
|
|
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-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 Forms 10-K, 20-F, 11-K, 10-Q,
10-D, 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)
As
previously reported, Fusion Connect, Inc. (the
“Company”) filed a Form 12b-25 with the U.S. Securities
and Commission (the “SEC”) on March 15, 2019 and an
amendment to such Form 12b-25 on April 2, 2019 to indicate that the
Company would not be able to file its Annual Report on Form 10-K
for the fiscal year ended December 31, 2018 (the “2018 Form
10-K”) by the March 15, 2019 deadline or April 2, 2019
extension deadline, respectively, without unreasonable effort or
expense.
As
previously reported on the Company’s Current Report on Form
8-K filed with the SEC on April 2, 2019 (the “April 2, 2019
Form 8-K”), the Company concluded that certain financial
statements for the fiscal year ended December 31, 2017 and the
quarters ended on June 30, 2018 and September 30, 2018 need to be
restated (the “Restatement”) and should no longer be
relied upon due to accounting errors identified at one of the
companies acquired by the Company in connection with its merger
with Birch Communication Holdings, Inc. on May 4, 2018. The
determination was made upon the recommendation of the audit
committee of the Company’s board of directors and after
consultation with the Company’s independent auditors and
management team.
As
previously reported, on June 3, 2019, the Company and each of its
U.S. subsidiaries (collectively, the “Debtors”) filed
voluntary petitions (and the cases commenced thereby, the
“Chapter 11 Cases”) under chapter 11 of title 11 of the
United States Code (the “Bankruptcy Code”) in the
United States Bankruptcy Court for the Southern District of New
York (the “Court”). The Chapter 11 Cases are being
jointly administered under the caption In re Fusion Connect, Inc., et al.
(Case No. 19-11811). The Debtors are operating their businesses as
“debtors in possession” under the jurisdiction of the
Court and in accordance with the applicable provisions of the
Bankruptcy Code.
On July
1, 2019, the Debtors filed the Joint Chapter 11 Plan of Fusion Connect, Inc.
and Its Subsidiary Debtors (the “Initial Plan”)
and the related disclosure statement (the “Initial Disclosure
Statement”) with the Court. On October 7, 2019, the Debtors
filed the second amended Joint Chapter 11 Plan of Fusion Connect,
Inc. and Its Subsidiary Debtors (the “Second Amended
Plan”) and the related second amended disclosure statement
(the “Second Amended Disclosure Statement” and,
together with the Initial Disclosure Statement, the
“Disclosure Statement”) with the Court. On November 8,
2019, the Debtors filed with the Court the Third Amended Joint
Chapter 11 Plan of Fusion Connect, Inc. and Its Subsidiary Debtors
(the “Third Amended Plan”), which amends the Second
Amended Plan (the “Third Amended Plan”, together with
the Initial Plan and the Second Amended Plan, the
“Plan”). The Plan has been approved by the Court and
the Company is in the process of soliciting approval of the Plan
from certain of the Company’s creditors. A confirmation
hearing on the Plan is scheduled for December 5, 2019.
The
Company filed (i) a Form 12b-25 with the SEC on July 3, 2019 to
indicate that the Company would be unable to timely file its
Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2019 (the “March 2019 Form 10-Q”) without
unreasonable effort or expense and (ii) a Form 12b-25 with the SEC
on August 9, 2019 to indicate that the Company would be unable to
timely file its Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2019 (the “June 2019 Form 10-Q”)
without unreasonable effort or expense.
As a
result of these events, the considerable time and resources
management must devote to the Chapter 11 Cases and the related
administrative requirements, the Company has been unable to
complete the preparation of its Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 2019 (the “September
2019 Form 10-Q”) within its normal review cycle and has
determined that it is unable to timely file its September 2019 Form
10-Q without unreasonable effort or expense. At this time, the
Company is unable to estimate when it will be able to complete and
file its September 2019 Form 10-Q.
For
additional information on the Company’s filing of the Plan
and the Disclosure Statement and risk factors applicable to the
Company, see the Company’s Current Report on Form 8-K filed
on July 2, 2019, which is incorporated by reference
herein.
Cautionary Statement Concerning Forward Looking
Statements
This
form includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, which are subject
to risks and uncertainties. All statements, other than statements
of historical facts, are forward-looking statements. When used in
this Current Report on Form 8-K, the words “believes,”
“anticipates,” “expects,”
“intends,” “plans,” “projects,”
“estimates,” “assumes,” “may,”
“should,” “could,” “shall,”
“will,” “seeks,” “targets,”
“future,” or other similar expressions or the
statements that include those words, are intended to identify
forward-looking statements, although not all forward-looking
statements contain such identifying words. Readers are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements include, but are not limited to:
statements relating to the Company’s ability to emerge from
bankruptcy proceedings; statements relating to the timing of the
completion of the audit procedures for the 2018 Form 10-K;
statements relating to the timing of the filing of the 2018 Form
10-K, the March 2019 Form 10-Q, the June 2019 Form 10-Q, the
September 2019 Form 10-Q and other SEC filings.
Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors, and the Company’s
actual results, performance or achievements could differ materially
from future results, performance or achievements expressed in these
forward-looking statements. These forward-looking statements are
based on the Company’s current beliefs, intentions and
expectations. These statements are not guarantees or indicative of
future performance, nor should any conclusions be drawn or
assumptions be made as to any potential outcome of the
Company’s bankruptcy proceedings. Trading in the
Company’s securities during the Chapter 11 Cases is highly
speculative and poses substantial risks. The Plan contemplates
that, on the effective date, all of the Company’s equity
interests will be extinguished and shall be of no further force and
effect, whether surrendered for cancellation or otherwise, and
holders of such equity interests will not receive any recovery on
account of those interests. The Company therefore cautions readers
against relying on these forward-looking statements.
Although
the Company believes that the expectations reflected in the
forward-looking statements are reasonable, the Company cannot
guarantee future results, levels of activity, performance or
achievements. Moreover, neither the Company nor any other person
assume responsibility for the accuracy and completeness of the
forward-looking statements. The Company undertakes no obligation to
update any of the forward-looking statements after the date of this
Current Report on Form 8-K, conform such statements to actual
results or to changes in Company’s expectations, except as
required by law. Please also refer to the “Risk
Factors” in the Company’s Current Report on Form 8-K
filed on July 2, 2019.
PART
IV — OTHER INFORMATION
|
(1)
|
Name and telephone
number of person to contact in regard to this
notification
|
|
|
James P. Prenetta,
Jr.
|
|
(212)
|
|
201-2425
|
|
(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
|
☑
|
|
|
Form
10-K for the fiscal year ended December 31, 2018
Form
10-Q for the fiscal quarter ended March 31, 2019
Form
10-Q for the fiscal quarter ended June 30, 2019
|
|
(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.
Information
regarding the results of operations for the quarterly period ended
September 30, 2019 will not be finalized until after the Company
has completed its financial reporting processes for the 2018 Form
10-K, the March 2019 Form 10-Q and the June 2019 Form 10-Q and
finalized the Restatement. A discussion of the preliminary
estimated effects of misstatements and adjustments in connection
with the Restatement was set forth in Item 4.02 of the April 2,
2019 Form 8-K.
|
|
|
|
Fusion Connect, Inc.
|
|
(Name of Registrant
as Specified in Charter)
|
|
has caused this
notification to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
|
|
|
By:
|
/s/
James P. Prenetta,
Jr.
|
|
|
|
|
Name:
James P. Prenetta,
Jr.
|
|
|
|
|
Title: EVP and
General Counsel
|