Notification That Annual Report Will Be Submitted Late (nt 10-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER 000-13789

CUSIP NUMBER 00687E 307

(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, 2021

		☐ 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

Adhera Therapeutics, Inc.

Full Name of Registrant

8000 Innovation Parkway

Address of Principal Executive Office (Street and Number)

Baton Rouge, LA 70820

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.

Adhera Therapeutics, Inc. (the “Company”) is unable to file the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”) in a timely manner without unreasonable effort or expense, as the Company is still compiling the necessary financial information to complete the filing, and because the Company does not have a separate Chief Financial Officer employed by it and uses an outside consultant to assist in the preparation of its financial statements, the Company has been delayed in finalizing such financial information. The Company expects to file the Form 10-K on or prior the 15th calendar day following the prescribed due date.

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)

	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.

The Company expects to report no income and a net loss of approximately $9.5 million for the fiscal year ended December 31, 2021, compared to income of approximately $45,000 and a net loss of approximately $3.8 million for the fiscal year ended December 31, 2020. The difference in the net losses is primarily due to a change in fair value of derivative liability of approximately $7.2 million based on conversion features on convertible notes which were outstanding as of December 31, 2021.

The expected results of operation set forth above are subject to change and completion of the audit.

Adhera Therapeutics, 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.