UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

    
 
 

 

CUSIP NUMBER

749552 10 5

 

     
     

 

(Check one):   ¨ Form 10-K   ¨ Form 20-F   ¨ Form 11-K   x Form 10-Q   ¨ Form 10-D
    ¨ Form N-SAR   ¨ Form N-CSR            
                     
    For Period Ended: January 31, 2016
    ¨ 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:

 

 

 

 

 

PART I — REGISTRANT INFORMATION

 

RF INDUSTRIES, LTD.

Full Name of Registrant
 
 
Former Name if Applicable
 

7610 Miramar Road, Building 6000

Address of Principal Executive Office (Street and Number)
 

San Diego, California 92126

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;
x (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.

 

RF Industries Ltd. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2016 by the scheduled filing deadline because of accounting issues related to the inclusion of certain financial results of Comnet Telecom Supply, Inc., the subsidiary that the Company purchased in the fiscal year ended October 31, 2015.

 

 

PART IV — OTHER INFORMATION

 

(1)   Name and telephone number of person to contact in regard to this notification
    Mark Turfler   858   549-6340
    (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).
     
            x 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?
     
            x 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.

 

Net sales for the fiscal quarter ended January 31, 2016 increased to $6,984,000, primarily due to sales generated by Comnet Telecom Supply, Inc. and Rel-Tech Electronics, Inc., the two subsidiaries that the Company acquired in fiscal 2015. For the fiscal quarter ended January 31, 2016, the Company estimates that it had an operating loss of $611,000, a net loss of $353,000, and a net loss per diluted share of $0.04. The Company’s net loss is attributable to decreased sales in the Company’s other segments, including the recently closed Bioconnect/medical cabling segment, and decreases in the Company’s gross margins.

 

 

 

RF INDUSTRIES, LTD.

 

(Name of Registrant as Specified in Charter)

 

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

 

Date March 16, 2016   By /s/ Mark Turfler
       

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.

 

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