Notification That Annual Report Will Be Submitted Late (nt 10-k)
30 Maio 2019 - 7:27AM
Edgar (US Regulatory)
SEC
FILE NUMBER -
000-17249
CUSIP
NUMBER
– 051526309
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check One)
:
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☒ Form 10-K
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☐ Form
20-F
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☐ Form 11-K
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☐ Form 10-Q
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☐ Form 10-D
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☐ Form N-SAR
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☐ Form N-CSR
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For
Period Ended:
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February 28, 2019
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☐
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Transition
Report on Form 10-K
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☐
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Transition
Report on Form 20-F
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☐
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Transition
Report on Form 11-K
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☐
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Transition
Report on Form 10-Q
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☐
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Transition
Report on Form N-SAR
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For the Transition
Period Ended:
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|
|
|
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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
AURA
SYSTEMS, INC.
Full
Name of Registrant
N/A
Former
Name if Applicable
10541
Ashdale Street
Address
of Principal Executive Office
(Street and Number)
Stanton,
CA 90680
City,
State and Zip Code
PART
II – RULES 12b-25(b) AND (c)
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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.)
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(a)
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The reasons described in reasonable detail in
Part III of this form could not be eliminated without unreasonable effort or expense;
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☒
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(b)
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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
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(c)
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The accountant’s statement or other exhibit
required by Rule 12b-25(c) has been attached if applicable.
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PART
III – NARRATIVE
State
below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof, could
not be filed within the prescribed time period. (Attach extra sheets if needed.)
Aura
Systems, Inc. (the “Company”) will not be able to file its Annual Report on Form 10-K for the year ended February
28, 2019 (the “2019 Form 10-K”) by the prescribed due date. The Company requires additional time to complete, and
its independent registered public accounting firm requires additional time to audit, the Company’s financial statements.
The Company currently expects to file the 2019 Form 10-K within the fifteen-day extension period provided under Rule 12b-25 of
the Securities Exchange Act of 1934, as amended.
PART
IV – OTHER INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this notification:
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Melvin
Gagerman, Chief Executive Officer
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310
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643-5300
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Name
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(Area Code)
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(Telephone Number)
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(2)
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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 the answer is no, identify report(s).
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☒ Yes ☐ No
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(3)
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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?
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☒ 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.
The
Company currently anticipates a net loss of $3.9 million for the year ended February 28, 2019 compared to income of $1.7 million
for the year ended February 28, 2018, due to forgiveness of approximately $13 million of debt obligations in fiscal 2018, compared
to approximately $3.3 million in debt forgiveness in fiscal 2019. For fiscal 2019, the Company expects negative cash flows from
operations of approximately $2.4 million.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Form 12b-25 includes “forward-looking statements,” which may be identified by the use of words such as “anticipates,”
“will,” “believes,” “intends,” “plans,” “expects” and other similar
words and expressions that predict or indicate future events or trends that are not statements of historical matters. These forward-looking
statements include statements and expectations about the Company’s results and the timing of the filing of its Annual Report
on Form 10-K for the year ended February 28, 2019. Forward-looking statements are based on information available at the time those
statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject
to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested
by the forward-looking statements. Such risks and uncertainties include, without limitation, the risk that, upon completion of
further audit procedures, the financial results for fiscal year 2019 are different than the results described in this Form 12b-25,
the risk that the Company is unable to complete its audit and other closing procedures in a timely manner to file its Annual Report
on Form 10-K as indicated in this Form 12b-25, as well as those risks and uncertainties described in the sections entitled “Risk
Factors” in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission
(“SEC”) and similar disclosures in subsequent periodic and current reports filed with the SEC, which are available
on the investor relations page of the Company’s website at www.aurasystems.com and on the SEC website at www.sec.gov. Readers
are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made.
The Company disclaims any obligation to update or correct any forward-looking statements made herein due to the occurrence of
events after the issuance of this report except as required under federal securities laws.
AURA
SYSTEMS, INC.
(Name
of Registrant as Specified in Charter)
Has
caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
May 29, 2019
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By:
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/s/ Melvin Gagerman
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Melvin Gagerman
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Chief Executive Officer
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INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other fully 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.
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