SEC File Number 000-24248
CUSIP Number 030145205
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
|_| Form 10-K |_| Form 11-K |_| Form 20-F |X| Form 10-Q
|_| Form N-SAR |_| Form N-CAR
For Period Ended: December 31, 2004
|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K
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
Full name of registrant: AMERICAN TECHNOLOGY CORPORATION
Former name if applicable: NOT APPLICABLE
Address of principal executive office (Street and number):
13114 Evening Creek Drive South
City, state and zip code: San Diego, California 92128
PART II
RULE 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 reasons 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, 20-F, 11-K, Form N-SAR or Form N-CAR, or
portion thereof will be filed on or before the 15th calendar
day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, 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 Form 10-K, 11-K, 20-F,
10-Q, N-SAR, N-CAR or the transition report portion thereof could not be filed
within the prescribed time period.
The Company was unable to file its Form 10-Q for the period ended
December 31, 2004 within the prescribed time. During the quarter ended December
31, 2004, the Company entered into a committed equity financing facility for up
to $25 million in financing with Kingsbridge Capital Limited, and granted
Kingsbridge a warrant exercisable for 275,000 shares of common stock at $8.60
per share (the "Kingsbridge Transaction"). The Company needs additional time to
complete its accounting for the Kingsbridge Transaction. The process of
compiling and disseminating the information required to be included in the Form
10-Q for the period ended December 31, 2004 reflecting the Kingsbridge
Transaction could not be completed without incurring unreasonable effort and
expense. The Company expects to file the report as soon as possible, and in any
event on or before February 14, 2005.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification: Michael A. Russell (858) 679-2114
(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 the 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.
We anticipate reporting a net loss of $1,526,850 for the three month
period ending December 31, 2004 versus a net loss of $1,136,427 for the three
month period ending December 31, 2003. An increase in revenues of $3,634,135 in
the current period was offset in part by an increase in operating expenses of
$1,935,245. Included in the net loss is a non-cash derivative revaluation
expense of $950,141 associated with the increase in value of a warrant issued to
Kingsbridge Capital during the quarter.
AMERICAN TECHNOLOGY CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: February 10, 2005 By: /s/ Michael A. Russell
----------------------------
MICHAEL A. RUSSELL
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.