RDI Reading International Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

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

Reading International, Inc.

Full Name of Registrant

Former Name if Applicable

5995 Sepulveda Boulevard, Suite 300

Address of Principal Executive Office (Street and Number)

Culver City, California 90230

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)

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.

Reading International, Inc. (the “Company”) has determined that it will not be able to file its Annual Report on Form 10-K for its fiscal year end December 31, 2020 (the “Form 10-K”) by March 16, 2021, the original due date for such filing, without unreasonable effort or expense due primarily to delays resulting from the need of the Company to focus its administrative resources on addressing the positive challenges presented by the earlier than anticipated reopening of its domestic cinemas as the jurisdictions in which it operates in the United States remove or reduce restrictions on the operation of motion picture venues, the advancement of negotiations with its relevant stakeholders in light of such earlier than anticipated reopenings, and the adjustment of its business plan and strategy and liquidity forecasts in light of such earlier than anticipated reopenings. This situation is exacerbated by the ongoing impact of the COVID-19 pandemic. The Company expects to file its Form 10-K within the extension period of 15 calendar days, as provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended.

PART IV — OTHER INFORMATION

The Company anticipates that significant changes in results of operations from the corresponding period for the last fiscal year will be reflected by the statements of operations to be included in the Form 10-K. The Company’s preliminary unaudited results for the fiscal year ended December 31, 2020 are as follows:

The financial results presented above reflect preliminary estimates of the Company’s results of operations as of the date of this filing. The Company’s independent registered public accounting firm has not audited or reviewed, and does not express an opinion with respect to, this preliminary data. These estimates may be subject to change upon the completion of the reporting process and audit of the Company’s financial statements, and actual results may vary from these estimates.

The above changes in results of operation are attributable principally to the impacts of the COVID-19 pandemic that are disclosed in the Company’s Quarterly Report on Form 10-Q for the three and nine-month periods ended September 30, 2020.

Cautionary Note on Forward-Looking Statements

This Form 12b-25 contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “expect,” “anticipate,” estimate,” “preliminary” and similar references to future periods. Examples of forward-looking statements include, among others, statements regarding the Company’s expectations relating to the filing of its Form 10-K and the results of the ongoing review. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they represent the Company’s current beliefs, expectations and assumptions regarding anticipated events and trends affecting its business and industry based on information available as of the time such statements are made. Investors are cautioned that such forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which may be outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Company’s financial reporting, including the possibility that the Company will not be able to file its Form 10-K within the fifteen-day extension permitted by the rules of the U.S. Securities and Exchange Commission, and the possibility that the ongoing review may identify errors or control deficiencies in the Company’s accounting practices. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this filing, except as required by applicable law or regulation.

Reading International, Inc.

(Name of Registrant as Specified in Charter)

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

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