UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SEC FILE NUMBER
000-30233

 

CUSIP NUMBER
  29259K 10 2

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(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: September 30, 2023

 

☐Transition Report on Form 10-K
☐Transition Report on Form 20-F
☐Transition Report on Form 11-K
☐Transition Report on Form 10-Q

 

  For the Transition Period Ended:  

 

Read Instructions (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:

 

PART I — REGISTRANT INFORMATION

 

ENDEXX CORPORATION

 

Full Name of Registrant

 

 

 

Former Name if Applicable

 

38246 North Hazelwood Circle

 

Address of Principal Executive Office (Street and Number)

 

Cave Creek, Arizona 85331

 

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 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.

 

Endexx Corporation (the “Company”) has determined it is unable to file its Annual Report on Form 10-K timely for the fiscal period ended September 30, 2023 (the 2023 “Form 10-K”) due to the timing of concluding the final internal accounting and related work of the Company’s independent registered public accounting firm for the fiscal year ended September 30, 2023, and the related iXBRL coding for the Form 2023 10-K. The primary reason for the delay is the cascading effects of the previous completion and filing of the Company’s second amended Annual Report for its fiscal year ended September 30, 2022 and, thereafter, the Company’s filing of its amended Quarterly Reports on Form 10-Q for its fiscal periods ended December 31, 2022 and March 31, 2023, and, finally, its Quarterly Report on Form 10-Q for its fiscal period ended June 30, 2023. The initially filed September 30, 2022, 10-K and the initially filed December 31, 2022, 10-Q presented Hyla US Holdco Limited (“Hyla”) on an investment basis, rather than on a consolidated basis, as thereafter presented in each of the Company’s subsequent 1934 Act filings. The preparation of the financial statements and the related MD&A for the 2023 Form 10-K were slightly delayed due to the above-noted cascading effects of the prior 1934 Act filings.

 

Nevertheless, in accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Company currently intends to file its 2023 Form 10-K no later than the 15th calendar day following the prescribed due date.

 

Cautionary Note to Investors Regarding Forward Looking Statements

 

This Notification of Late Filing on Form 12b-25 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements include, among other things, the statement that the Company expects to file its 2023 Form 10-K no later than the 15th calendar day following the prescribed due date. Notwithstanding the Company’s best efforts, there can be no assurance that the Company will be able to file its 2023 Form 10-K within that time period. Forward-looking statements are subject to a number of uncertainties and risks, including the Company’s ability to complete items necessary to file the 2023 Form 10-K within the anticipated timeframe. Such forward-looking statements are made only as of the date of this Notification of Late Filing on Form 12b-25, and the Company does not undertake any obligation to update any forward-looking statement to reflect subsequent events or circumstances, except to the extent required by law.

 

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PART IV — OTHER INFORMATION

 

(1)Name and telephone number of person to contact in regard to this notification

 

Todd Davis, President and Chief Executive Officer   (480)   595-6900
(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.

 

During the equivalent period of the Company’s previous fiscal year, its operations were related primarily to activities related to its CBD-related products. As previously reported, on August 29, 2022, the Company acquired 51% of the capital stock of Hyla, an entity that produces and sells organic, plant-based, all-natural, zero-nicotine vape products. That acquisition resulted in an increase in the Company’s revenues and expenses, and resulting profit (loss) of the Company, if reported on a consolidated basis. A reasonable estimate of the results cannot be made as of the date of filing of this Notification. However, preliminary review of the activity for the fiscal year ended September 30, 2023, indicates revenues grew to approximately $3,908,000, compared to approximately $2,138,000 in the comparable prior-year period, but gross profit (loss) increased to a loss of approximately ($766,000) from a profit of $1,193,000 in the previous year. Margins decreased due to material increases in the cost of goods sold and in inventory impairment in the 2023 year compared to the previous year.

 

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ENDEXX CORPORATION

 

(Name of Registrant as Specified in Charter)

 

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

 

Date: January 2, 2024 By /s/ Todd Davis
      Todd Davis, President and Chief Executive 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.

 

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

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