MCCX MCX Technologies Corporation (CE)

 

SEC FILE NUMBER

000-54918

CUSIP NUMBER 582576104

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 12b-25

 

 

NOTIFICATION OF LATE FILING

 

Commission file number

(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, 2021
	☐ 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

 

MCX Technologies Corporation

Full Name of Registrant

 

20046 Walker Road
Address of Principal Executive Office (Street and Number)

 

Shaker Heights, Ohio 44122

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)

x	(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.

 

MCX Technologies Corporation (the “Company”) is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Third Quarter Form 10-Q”) within the prescribed time period because the Company switched to a new accounting system during the second quarter of 2021 and used a third party bookkeeping firm to help prepare the Company’s financial statements for the third quarter, which resulted in unexpected delays in the preparation of the Company’s financial statements as at, and for the three and nine months ended September 30, 2021. The Company expects to file the Third Quarter Form 10-Q within the five day extension period (the “Extension Period”) afforded by Rule 12b-25 under the Securities Exchange Act of 1934, as amended.

 

Forward-Looking Statements

 

This Form 12b-25 contains forward-looking statements within the meaning of applicable United States securities laws. These forward looking statements include: (i) statements regarding the Company’s expectation to file the Third Quarter Form 10-Q within the Extension Period and the completion of matters necessary to permit such filing within the Extension Period, and (ii) statements regarding the Company’s financial results for the three and nine month periods ended September 30, 2021. Forward-looking statements are based on management’s current expectations or beliefs about the Company’s future plans, expectations and objectives. These forward-looking statements are not historical facts and are subject to risks and uncertainties that could cause the actual results to differ materially from those projected in these forward-looking statements. These risks include, but are not limited to, adjustments resulting unexpected delays which the Company may incur in connection with the preparation of the Third Quarter Form 10-Q. Readers of this Form 12b-25 are cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date of this Form 12b-25.

 

 

PART IV — OTHER INFORMATION

 

(1)

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

 

Matthew Kruchko		216		264-0055
(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.   See Exhibit A attached to this Form 12b-25.

 

---

 

MCX Technologies 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		November 15, 2021		By		/s/Matthew Kruchko
						Matthew Kruchko
						President and Chief Executive Officer

 

 

 

Exhibit A

To

Form 12b-25

Part IV, Item (3)

 

On August 3, 2020, the Company sold all of the membership interests in McorpCX, LLC, its wholly owned subsidiary, to mfifty, LLC, a California limited liability company controlled by Michael Hinshaw, the President of McorpCX, LLC. Since substantially all of the Company’s operations was conducted through McorpCX, LLC, management determined that the completion of the sale of McorpCX, LLC represented a strategic shift in the Company’s business that met the criteria for the presentation of the operations of McorpCX, LLC as discontinued operations on the Company’s financial statements after August 3, 2020. Accordingly, the results of McorpCX, LLC are presented as discontinued operations in the Company’s Consolidated Statements of Operations beginning in the third quarter of 2020, and thus excluded from continuing operations for all periods presented. In addition, the related assets and liabilities of McorpCX, LLC are classified as discontinued operations on the Company’s Consolidated Balance Sheets for all periods presented prior to the disposal. Consequently, the financial statements for the three and nine month periods ended September 30, 2021 to be included with the Third Quarter Form 10-Q will contain results of operations that reflect a significant change from the financial statements for the three and Nine month periods ended September 30, 2020 due to the presentation of the operations of McorpCX, LLC as discontinued operations in the financial statements for the three and nine month periods ended September 30, 2021.

 

Based on information that is available at this time, the Company’s income (loss) from continuing operations for the three and nine months ended September 30, 2021 is expected to be approximately $35,347 and ($73,973), respectively, compared to an income (loss) from continuing operations of approximately ($64,225) and ($293,568) for the three and nine months ended September 30, 2020, respectively. The Company cautions that the estimation of income (loss) from continuing operations is preliminary and subject to change, possibly materially, following the completion and review of the Company’s financial statements.