Washington, D.C. 20549


FORM 12b-25





  SEC File Number: 001-31918
  CUSIP Number: 00445F109


(Check one):   ¨ Form 10-K ¨ Form 20-F   ¨ Form 11-K   x Form 10-Q   ¨ Form 10-D
    ¨ Form N-CEN ¨ Form N-CSR            
    For Period Ended: March 31, 2023
    ¨ 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:  

Read Instructions (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.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:





Aceragen, Inc.
Full Name of Registrant
 Not applicable
Former Name if Applicable
505 Eagleview Blvd., Suite 212
Address of Principal Executive Office (Street and Number)
Exton, Pennsylvania, 19341
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
x (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
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.



SEC 1344 (06-19) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.









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.


Aceragen, Inc., a Delaware corporation (the “Company”), has determined that it will not be able to file its Form 10-Q for the fiscal quarter ended March 31, 2023 (the “Form 10-Q”) within the prescribed due date for such filing without unreasonable effort or expense. The Company requires additional time to complete its financial reporting process with limited financial resources and personnel and finalize certain accounting matters and disclosures in its Form 10-Q, including the financial statements to be filed as part of the Form 10-Q. For the foregoing reasons, the Company is unable to file the Form 10-Q by May 15, 2023, the prescribed filing due date for the Form 10-Q. The Company currently expects to file the Form 10-Q as soon as practicable but does not expect to file the Form 10-Q within the extension period provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended.



(Attach extra Sheets if Needed)



(1)   Name and telephone number of person to contact in regard to this notification
    John Taylor   (484)   348-1600
    (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
(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.


There have been significant developments in the Company’s business and operations including, without limitation, reductions in force, departures of key personnel, and other changes to the Company’s financial condition, including its available liquidity and capital resources. These changes, among other things, are expected to cause the Company’s results of operations for the three-month period ended March 31, 2023, which will be described in further detail in the Form 10-Q, to include significant changes when compared to the results of operations of the Company as provided in the Company’s Quarterly Report on Form 10-Q for the three-month period ended March 31, 2022. However, due to the changes in the business and operations of the Company and the continuing preparation of the financial statements of the Company, the Company cannot, at this time, provide a reasonable estimate of the results of operations for the three months ended March 31, 2023.


Forward-Looking Statements


This Form 12b-25 contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “intends,” “anticipates,” “expects,” “estimates,” “believes” and similar expressions, as they relate to the Company or our management, are intended to identify such forward-looking statements.


Forward-looking statements in this Form 12b-25 or hereafter, including in other publicly available documents filed with the Securities and Exchange Commission (the “SEC”), reports to the stockholders of the Company and other publicly available statements issued or released by the Company involve known and unknown risks, uncertainties and other factors which could cause the Company’s actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon management’s best estimates based upon current conditions and the most recent results of operations. These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the SEC, each of which could adversely affect the Company’s business and the accuracy of the forward-looking statements contained herein. The Company’s actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.





Aceragen, Inc. 

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date May 15, 2023   By /s/ John Taylor
        Chief Executive Officer and 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.


Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).