UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
SEC File Number: 001-38112
CUSIP Number: 04685N202
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☐ Form 10-K
☐ Form 20-F ☐ Form 11-K
☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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For Period Ended: March 31, 2023 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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For the Transition Period Ended: |
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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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
Athenex, Inc.
Full Name of Registrant
N/A
Former Name if Applicable
1001 Main Street, Suite 600
Address of Principal Executive Office (Street and Number)
Buffalo, New York 14203
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.)
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(a) |
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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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-CEN 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. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition
report or portion thereof, could not be filed within the prescribed time period.
Athenex, Inc. (the “Company”) is unable to file its Quarterly
Report on Form 10-Q for the period ended March 31, 2023 (the “Form 10-Q”) within the prescribed time period or within the five day extension period
permitted by the applicable rules of the Securities and Exchange Commission without unreasonable effort or expense.
As previously disclosed, on
May 14, 2023, the Company together with certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (the “Code”) with the United States
Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). On the Petition Date, the Debtors filed a motion with the Bankruptcy Court seeking to jointly administer the Chapter 11 cases under the caption “In re:
Athenex, Inc., et al.” (Case No. 23-90295) (the “Chapter 11 Case”).
Due to the
considerable time and resources that management has had to devote to the Chapter 11 Case and related obligations, and changes in the Company’s financial position, which would need to be reflected in the Company’s financial statements, the
Company cannot, without unreasonable effort or expense, timely file the Form 10-Q. At this time, the Company cannot estimate when it will be able to file the Form 10-Q,
if at all.
The Debtors expect to continue to operate their businesses
as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the provisions of the Code and the orders of the
Bankruptcy Court. As a debtors-in-possession under the Code, the Debtors are required to file monthly operating reports with the Bankruptcy Court. The Company
cautions that these monthly operating reports may include financial statements that are limited in scope and cover a limited time period. The monthly operating reports are filed solely for the purpose of complying with requirements applicable in
the Chapter 11 Case, are in a format acceptable to the Bankruptcy Court, and are not prepared in accordance with U.S. generally accepted accounting principles. Existing and potential investors should not place undue reliance upon the
information contained in such monthly operating reports, which are not prepared for the purpose of providing the basis for an investment decision relating to the Company’s common stock.
The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Case is highly speculative and poses substantial
risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Case.
PART IV — OTHER INFORMATION
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Name and telephone number of person to contact in regard to this notification |
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Joe Annoni |
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(716) |
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427-2950 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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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 answer is no, identify report(s). ☒ Yes ☐ No |
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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? ☐ Yes ☒ No |
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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. |
Athenex, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: |
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May 22, 2023 |
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/s/ Joe Annoni |
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Name: Joe Annoni |
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Title: Chief Financial 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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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