ISNS Image Sensing Systems Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b–25

NOTIFICATION OF LATE FILING

Commission File Number 0-26056

(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: September 30, 2022 

[ ] 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 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.

              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

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.)

PART III

NARRATIVE

              State below in reasonable detail the reasons 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 period.

              The registrant is unable to timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2022 on or before the prescribed due date of November 14, 2022 without unreasonable effort or expense to the registrant. The registrant needs additional time to complete its financial statements and other disclosures in the Quarterly Report on Form 10-Q. In accordance with Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended, the registrant intends to file its Form 10-Q on or before November 18, 2022.  

PART IV

OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this notification.

(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

(2)   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.

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