0001144204-16-126013.txt : 20160929 0001144204-16-126013.hdr.sgml : 20160929 20160929153259 ACCESSION NUMBER: 0001144204-16-126013 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160630 FILED AS OF DATE: 20160929 DATE AS OF CHANGE: 20160929 EFFECTIVENESS DATE: 20160929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTHENTIDATE HOLDING CORP CENTRAL INDEX KEY: 0000885074 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 141673067 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20190 FILM NUMBER: 161909912 BUSINESS ADDRESS: STREET 1: CONNELL CORPORATE CENTER STREET 2: 300 CONNELL DRIVE, 5TH FLOOR CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 BUSINESS PHONE: 9087871700 MAIL ADDRESS: STREET 1: CONNELL CORPORATE CENTER STREET 2: 300 CONNELL DRIVE, 5TH FLOOR CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 FORMER COMPANY: FORMER CONFORMED NAME: BITWISE DESIGNS INC DATE OF NAME CHANGE: 19930328 NT 10-K 1 v449630_nt10k.htm FORM 12B-25

 

FORM 12b-25   SEC FILE NUMBER
000-20190
     
NOTIFICATION OF LATE FILING   CUSIP NUMBER
025666302

 

(Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR
  ¨ Form N-CSR          

 

For Period Ended: June 30, 2016

 

¨ 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 (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

 

Authentidate Holding Corp.

 

Full Name of Registrant

 

 

 

Former Name if Applicable

 

2225 Centennial Drive

 

Address of Principal Executive Office (Street and Number)

 

Gainesville, GA 30504

 

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)

 

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

 

As previously reported, on January 27, 2016, Peachstate Health Management LLC, d/b/a AEON Clinical Laboratories (“AEON”) was merged into a newly formed acquisition subsidiary of Authentidate Holding Corp. (the “Company”) (the “AEON Acquisition”), pursuant to a definitive Agreement and Plan of Merger dated November 18, 2015, as Amended and Restated on January 26, 2016 (the “Merger Agreement”). Effective as of the closing of the AEON Acquisition, (i) Mr. Sonny Roshan, the former Chairman of AEON, was appointed the Chairman of the Company, which is an executive officer position at the Company and assumed the role of Chief, (ii) Mr. Richard Hersperger, the former Chief Executive Officer of AEON, assumed the role of Chief Executive Officer of the Company and (iii) the Company’s then Chief Executive Officer, Ian C. Bonnet, resigned. Additionally, pursuant to the terms of the Merger Agreement, effective with the closing of the AEON Acquisition, Mr. William A. Marshall agreed to tender his resignation as Chief Financial Officer, Treasurer and Principal Accounting Officer of the Company, to be effective no later than March 1, 2016. As the Company and Mr. Marshall did not further extend the term of his employment, Mr. Marshall’s resignation as the Chief Financial Officer, Treasurer and Principal Accounting Officer of the Company became effective on March 1, 2016. On March 3, 2016, the Company appointed Thomas P. Leahey its new interim Chief Financial Officer, effective immediately. Additionally, on August 7, 2016, the employment of Mr. Hersperger terminated and Mr. Roshan assumed the role of Chief Executive Officer of the Company

 

The principal reason for the delay in the filing of the Annual Report on Form 10-K for the fiscal year June 30, 2016 was the AEON Acquisition, which, among other things, resulted in a complete change in the management of the Company. Additional time is needed for AEON and the Company to compile and complete all necessary financial information for the first combined year end period related to the financial statements. The Company intends to file the Form 10-K for the fiscal year June 30, 2016 as soon as practicable following the date hereof, and will make every effort to file the Form 10-K within the fifteen-day extension period afforded by SEC Rule 12b-25 under the Securities Exchange Act of 1934, as amended, although there can be no assurance that the Company will file the Form 10-K for the fiscal year ended June 30, 2016 during the fifteen-day extension period.

 

 

PART IV — OTHER INFORMATION

 

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

 

William Henry   678   276-8412
(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 x  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 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 results cannot be made.

 

Although the Company was the surviving legal entity in the AEON Acquisition, the transaction is accounted for as a reverse merger with AEON deemed as the accounting acquirer. Consequently, AEON’s historical results will be carried forward and the Company’s operations will be included in the financial statements commencing on the effective date of the AEON Acquisition. Accordingly, the Company expects that the amounts of revenue, net profit, assets, liabilities and shareholder’s equity will differ significantly from the results of operations reported in its Annual Report on Form 10-K for the fiscal year ended June 30, 2016 as a result of such reverse merger accounting. The Company is unable to provide an accurate quantitative estimate of the results for the years ended June 30, 2016 and 2015, as it has not yet completed the information necessary to provide such an estimate.

 

 

 

 

Authentidate Holding Corp.

 

(Name of Registrant as Specified in Charter)

 

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

 

           
Date September 29, 2016   By: /s/ William Henry  
        William Henry, Chief Operating Officer

 

 

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).