ESNC Common Shares (CE)

SEC File Number :   001-33540

CUSIP Number :   29359T 102

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

 

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

 

For Period Ended:    December 31, 2018  

¨

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: N/A

 

 

PART I
REGISTRANT INFORMATION

 

EnSync, Inc.

Full Name of Registrant

Former Name if Applicable

N88 W12901 Main Street

Address of Principal Executive Office

Menomonee Falls, Wisconsin, 53051

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 reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
þ	(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 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.

 

As disclosed in the Current Report on Form 8-K filed by EnSync, Inc. (the “Company”) on February 11, 2019, (1) on January 23, 2019 the Company’s Chief Executive Officer resigned, (2) on February 11, 2019 each of the Company’s independent directors, comprising all the members of the Company’s audit committee, resigned and (3) the Company recently experienced a variety of negative events as a result of which the Company has a very short term need for additional financing. As a result of the above, the Company is unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2018 by the prescribed date of February 14, 2019, without unreasonable effort or expense.

 

(Attach extra Sheets if Needed)

 

 

PART IV
OTHER INFORMATION

 

(1)

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

 

William Dallapiazza		(262)		735-5651
(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  þ   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  þ

 

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.

 

EnSync, 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:	February 14, 2019		By :	/s/ William Dallapiazza
			William Dallapiazza Chief Financial Officer