formnt10q.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 12b-25

Commission File Number 000-54729
CUSIP Number 45825A 105 

NOTIFICATION OF LATE FILING
 
 
o Form 10-K  o Form 11-K  o Form 20-F x Form 10-Q
o Form N-SAR      
For Period Ended: September 30, 2012    
       
o Transition Report on Form 10-K o Transition Report on Form 10-Q
o Transition Report on Form 20-F   o Transition Report on Form N-SAR
 
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: ___________________________________________________
____________________________________________________________________________________________________________________________________________

PART I
REGISTRANT INFORMATION
 
  Full name of registrant Intellicell Biosciences, Inc.
     
  Address of principal executive office  460 Park Avenue, 17th Floor
  City, state and zip code New York, New York 10022
 
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 or Form 10-Q, 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 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.
 
 
 
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PART III
NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period.

The compilation, dissemination and review of the information required to be presented in the Quarterly Report on Form 10-Q    for the relevant period has imposed time constraints that have rendered timely filing of the Quarterly Report on Form 10-Q    impracticable without undue hardship and expense to the registrant and the Company’s normal process for compilation and review of its financial statements was delayed due to the effects of Hurricane Sandy. The registrant undertakes the responsibility to file such report within the applicable extension period.

 
PART IV
OTHER INFORMATION

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

Steven A Victor, Chief Executive Officer, (646) 576-8700
 
(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).

T  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?
 
T 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.

Based on preliminary financial statements, the registrant will show net loss of approximately $210,000 on revenue of approximately $350,000 for the nine months ended September 30, 2012 compared with net loss of $19,391,490 on revenue of $80,550 for the nine months ended September 30, 2011. The change between the corresponding periods is primarily the result of a non-cash gain the registrant was required to take during the nine months ended September 30, 2012 from the change in fair value of its derivative instruments.
 
 
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Intellicell Biosciences, Inc.
 Name of Registrant as Specified in Charter.

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
 
       
Date: November 14, 2012 
By:
/s/ Steven A. Victor  
    Name: Steven A. Victor  
    Title:   Chief Executive Officer  
       

 
 
 
 
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