NT 10-K

0000950170-24-039745.txt : 20240402 0000950170-24-039745.hdr.sgml : 20240402 20240402065239 ACCESSION NUMBER: 0000950170-24-039745 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231231 FILED AS OF DATE: 20240402 DATE AS OF CHANGE: 20240402 EFFECTIVENESS DATE: 20240402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRESHAM WORLDWIDE, INC. CENTRAL INDEX KEY: 0000719274 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 942656341 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14605 FILM NUMBER: 24812174 BUSINESS ADDRESS: STREET 1: 5990 GLEASON DR CITY: DUBLIN STATE: CA ZIP: 94568 BUSINESS PHONE: 9253294650 MAIL ADDRESS: STREET 1: 5990 GLEASON DR CITY: DUBLIN STATE: CA ZIP: 94568 FORMER COMPANY: FORMER CONFORMED NAME: GIGA TRONICS INC DATE OF NAME CHANGE: 19920703 NT 10-K 1 nt_late_filing_10-k_2023.htm NT 10-K NT 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER 001-14605

CUSIP NUMBER 375175106




(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: December 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
		☐ 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

Gresham Worldwide, Inc.

Full Name of Registrant

     
7272 E. Indian School Rd., Suite 540

Address of Principal Executive Office (Street and Number)

     
Scottsdale, AZ 85251

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 Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period.

Gresham Worldwide, Inc. (the “Company”) is unable to file the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”) in a timely manner without unreasonable effort or expense, as the Company’s independent registered public accounting firm is still completing their audit process. The Company expects to file the Form 10-K on or prior the fifteenth calendar day following the prescribed due date of the Annual Report, as required by Rule 12b-25 under the Securities Exchange Act of 1934.

Part IV - Other Information

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

Michael D. Harris (561) 471-3507



(Name)	(Area Code)	(Telephone Number)

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	X	No

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	X	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.

Revenue increased to approximately $37.8 million for the year ended December 31, 2023, compared to approximately $30.3 million for the year ended December 31, 2022. The net loss decreased to approximately $14.5 million for the year ended December 31, 2023, compared to approximately $17.7 million for the year ended December 31, 2022.

The expected results of operation set forth above are subject to any audit adjustments.

Gresham Worldwide, Inc.

(Name of Registrant as Specified in Charter)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.





Date: April 2, 2024	By:	/s/ Lutz Henckels
		Lutz Henckels
	Title:	Chief Financial Officer