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SEC FILE NUMBER
001-09727
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CUSIP NUMBER
[70322H 106]
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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 |X| 10-Q
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: September 30, 2009
|_| 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:__________________________________________
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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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
Patient Safety Technologies, Inc.
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Full Name of Registrant
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Former Name if Applicable
43460 Ridge Park Drive, Suite 140
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Address of Principal Executive Office (Street and Number)
Temecula, CA 92590
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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
|X| 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.
Our quarterly report on Form 10-Q for the quarterly period ended September
30, 2009 cannot be filed within the prescribed time period because of technical
issues encountered with a service provider necessitating additional time for
compilation and review to insure adequate disclosure of certain information
required to be included in the Form 10-Q. We plan to file our quarterly report
on Form 10-Q for the three months ended September 30, 2009 no later than the
fifth calendar day following the prescribed due date of November 16, 2009.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mary A. Lay, Interim Chief Financial Officer (951) 587-6201
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(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 |X| 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 |X| 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.
Revenues for the third quarter 2009 were $978 thousand, an increase of 11%
from the $880 thousand reported for third quarter 2008. Third quarter 2009 gross
margin was 44%, an improvement over third quarter 2008 gross margin of 29%. The
improvement in gross margin was due primarily to the change in our business
model, which shifted our sales mix to primarily sales of safety sponges (which
have higher margins), and permitted us to depreciate most of the expense
associated with our SurgiCounter(TM) scanners over the life of the scanner,
thereby significantly reducing our cost of revenues. Net loss applicable to
common shareholders for the third quarter was $3.4 million compared to net
income of $0.2 million in the third quarter of 2008. The increase in our net
loss was primarily driven by a significant increase in the fair value of our
warrant derivative liability as measured by the increase in the publicly quoted
price of our stock, which resulted in a non-cash expense of $1.8 million in the
three months ended September 30, 2009, compared to income of $1.7 million in the
same period in 2008.
Patient Safety Technologies, Inc.
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(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 17, 2009 By /s/ Mary A. Lay
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Interim Chief Financial Officer