SEC FILE NUMBER: 001-38644
CUSIP NUMBER: 74915J206
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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-CEN
☐ Form N-CSR
|
|
|
|
|
For Period Ended: December 31,
2022 |
|
|
|
|
☐ 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:
|
|
|
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:
Not applicable
PART I — REGISTRANT INFORMATION
Qutoutiao Inc.
Full Name of Registrant
Not applicable
Former Name if Applicable
Building No. 8, Shanghai Pudong Software
Park, 519 Yi De Road, Pudong New Area
Address of Principal Executive Office (Street and
Number)
Shanghai, 200124, People’s Republic of
China
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-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 |
|
|
|
|
|
(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-CEN, N-CSR, or the transition report or
portion thereof, could not be filed within the prescribed time
period. (Attach extra Sheets if Needed)
Qutoutiao Inc. (the “Registrant”) is unable to file its annual
report on Form 20-F for the
fiscal year ended December 31, 2022 (the “Form 20-F”) on or before the prescribed due
date of May 1, 2023 without unreasonable effort or expense,
because the Registrant needs additional time to prepare and review
its consolidated financial statements as of and for the fiscal year
ended December 31, 2022. The Registrant has experienced
significant difficulties and delays in internal financial reporting
procedures primarily due to the surge in COVID-19 cases in China in late 2022
following relaxation of China’s COVID policies and changes in
internal financial reporting team personnel, which adversely
affected the Registrant’s financial reporting process. The
Registrant expects to file the Form 20-F no later than the fifteenth
calendar day following the prescribed due date.
Forward-Looking Statements
This notification on Form 12b-25 contains forward-looking
statements. These statements constitute “forward-looking”
statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and as defined in the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
“will,” “expects,” “anticipates,” “future,” “intends,” “plans,”
“believes,” “estimates” and similar statements. Statements that are
not historical facts, including statements about the Registrant’s
beliefs, plans and expectations, are forward-looking statements,
including statements regarding the estimated timing for the filing
of the Registrant’s Form 20-F. Forward-looking statements
involve inherent risks and uncertainties. A number of factors could
cause actual results to differ materially from those contained in
any forward-looking statement, including but not limited to the
ability of and the time needed for the Registrant to finalize and
file its Form 20-F. Further
information regarding these and other risks is included in the
Registrant’s filings with the SEC. All information provided in this
notification is as of the date of this notification, and the
Registrant does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
PART IV — OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
|
|
Name and telephone number of person
to contact in regard to this notification |
|
|
|
|
|
|
|
|
|
|
|
Eric Siliang Tan |
|
|
|
+86-21 |
|
|
|
5889-0398 |
|
|
|
|
(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. |
|
|
|
|
|
|
|
The Registrant anticipates a
significant decrease in net revenues for the fiscal year ended
December 31, 2022, as compared to the fiscal year ended
December 31, 2021, primarily due to the disruptions caused by
the COVID-19 pandemic and
weakness of macro environment in internet and technology sector,
which adversely impacted on advertising demands. The Registrant is
currently unable to quantify the anticipated changes in its results
of operations due to ongoing efforts to finalize its financial
statements for the year ended December 31, 2022. |
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
|
|
|
|
|
Date: April 28, 2023 |
|
|
|
By: |
|
/s/ Eric Siliang Tan
|
|
|
|
|
Name: |
|
Eric Siliang Tan |
|
|
|
|
Title: |
|
Chief Executive Officer |