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)
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(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 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
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(c) The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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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.
On April 12, 2021, the Securities and Exchange Commission (the SEC) released a public statement (the Public
Statement) informing market participants that warrants issued by special purpose acquisition companies (SPACs) may require classification as a liability of the entity measured at fair value, with changes in fair value
each period reported in earnings. Consonance-HFW Acquisition Corp. (the Company) has previously classified its private placement warrants and public warrants (collectively, the
warrants) as equity. For a full description of the Companys warrants, please refer to the Companys final prospectus filed in connection with its initial public offering (IPO) on November 23,
2020 (Final Prospectus).
Management of the Company and the Audit Committee of the Board of Directors of the Company
determined that the Companys previous audited balance sheet related to its IPO on November 23, 2020, its unaudited financial statements for the period of August 21, 2020 (inception) through September 30, 2020 filed on Form 10-Q with the SEC on January 4, 2021, and its audited financial statements for the period of August 21, 2020 (inception) through December 31, 2020 filed on the Companys Annual Report on Form 10-K (the Affected Periods) should no longer be relied upon due to changes required for alignment with the SECs Public Statement. The SECs Public Statement
discussed certain features of warrants issued in SPAC transactions that may be common across many entities. The Public Statement indicated that when one or more of such features is included in a warrant, the warrant
should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings. Following consideration of the guidance in the Public Statement, while the terms and quantum of the warrants as
described in the Final Prospectus have not changed, the Company concluded the warrants do not meet the conditions to be classified in equity and instead, the warrants meet the definition of a derivative under ASC 815, under which the Company should
record the warrants as liabilities on the Companys balance sheet. The Company discussed this approach with its independent registered public accounting firm, Marcum, LLP, and filed an amendment to its Annual Report on Amendment No. 1 to
Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021 (the Amended 10-K) reflecting this reclassification of
the warrants for the Affected Periods. The adjustments to the financial statement items for the Affected Periods were set forth through expanded disclosure in the financial statements included in the Amended
10-K, including further describing the restatement and its impact on previously reported amounts.
As a result of
the considerable time and resources required to compile, disseminate, review and finalize the information required to be presented in the Quarterly Report on Form 10-Q for the period ending March 31, 2021
of the SEC Public Statement, the Company is unable to file the Quarterly Report on Form 10-Q by the prescribed due date, without unreasonable effort or expense. The Company needs additional time to complete
the report and its auditors need additional time to review the Companys financial statements for the period ending March 31, 2021 in light of the SEC Public Statement and the proper accounting treatment for the Companys outstanding
warrants. The Company does, however, expect to file such report within five calendar days thereof.