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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25 -----------------------------
OMB Number: 3235-0058
NOTIFICATION OF LATE FILING Expires: April 30, 2009
Estimated average burden
hours per
response.................2.50
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SEC FILE NUMBER
000-32603
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CUSIP NUMBER
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(Check one): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form N-SAR |_| Form N-CSR |_| Form 10-D
For Period Ended: December 31, 2006
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|_| 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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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.
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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
Arbios Systems, Inc.
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Full Name of Registrant
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Former Name if Applicable
1050 Winter Street, Suite 1000
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Address of Principal Executive Office (Street and Number)
Waltham, MA 02154
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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 N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
|X| 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 the reasons 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.
The registrant is in the process of preparing and reviewing the financial
information of the Company. The process of compiling and disseminating the
information required to be included in the Form 10-KSB for the relevant fiscal
year, as well as the completion of the required review of the Company's
financial information, could not be completed without incurring undue hardship
and expense. These requirements are complex and require additional time to
assess the impact.
The Company is in the process of assessing the impact on the Company's
financial statements of the method used to account for the fair market value of
warrants issued in connection with past financing transactions. In particular,
the Company is assessing the methodology used to value anti-dilution provisions
included in the warrant agreements issued in such financings. The Company has
retained independent valuation experts who are assisting the Company in
determining the value of the anti-dilution provisions and, as of the filing due
date of the annual report on Form 10KSB, such analysis was not complete. The
registrant undertakes the responsibility to file such annual report no later
than fifteen days after its original date.
(Attach extra Sheets if Needed)
SEC 1344 (05-06) Persons who are to respond to the collection of
(05-06) information contained in this form are not required
to respond unless the form displays a currently valid
OMB control number.
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Scott Hayashi 310 657-4898
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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).
|X| Yes |_| No
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(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.
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(Name of Registrant as Specified in Charter)
ARBIOS SYSTEMS, INC.
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date April 3, 2007 By /s/ Walter Ogier
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President
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
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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