NovelStem International delays first-quarter 2025 report as auditors finish review

What the notice says

NovelStem International Corp. told the Securities and Exchange Commission on May 15, 2025 that it cannot file its quarterly report on Form 10-Q for the period ended March 31, 2025 on time without unreasonable effort or expense. It filed a Form 12b-25 notification of late filing, which gives a company a short grace period. For a quarterly report that period is five calendar days.

The company says more time is needed to complete the report. It adds that "our auditors need additional time to complete their review" of the quarter's financial statements. It expects to file within five calendar days after the prescribed filing date.

Christine Jenkins, the vice president and chief financial officer, signed the notice. The company said it had filed all other periodic reports required over the preceding 12 months. It does not expect a significant change in results of operations for the quarter compared with the same period a year earlier.

A holding company with two stakes

NovelStem describes itself as a holding company. Its principal assets are a 50% equity interest in NetCo Partners, a joint venture, and an interest of about 31% in NewStem Ltd, an Israeli biotech company. The company was incorporated in Florida in 1993 as Hollywood Media Corp. It changed its name to NovelStem International Corp. in September 2018, and it says the purchase of NewStem expanded its focus from media to biotechnology.

Executive Chairman Jan Loeb is also chairman of NewStem, and he has been president of NovelStem since January 2023. NewStem has no appointed chief financial officer, so Loeb serves as its de facto chief financial and chief strategic officer. The annual report says he calls and presides over NewStem's board meetings and guides its financial and strategic planning.

NewStem has stopped operating

The annual report for 2024, filed April 7, 2025, says the company was a development-stage biotech holding company through the second quarter of 2024. It signed an agreement on June 20, 2024 to acquire the rest of NewStem in exchange for company stock and funding. The company could not obtain the funding, the agreement was not fully consummated, and no company shares were issued to NewStem shareholders.

During the third quarter of 2024, the report says, it became clear that NewStem could not raise the money to continue research and development. In October 2024 NewStem ceased operations and began liquidation. The technology reverts to its original licensor, and the company keeps a financial interest in any future licensing.

The annual report says NovelStem depends entirely on earnings and cash from its NewStem investment and its 50% NetCo stake. It received no dividends or other distributions from NewStem in 2023 or 2024. NetCo paid it $6,875 in earnings distributions in 2023, and none in 2024.

NewStem's science centered on genome-wide genetic screens for synthetic lethal interactions with cancer-related mutations, with work on oncology drugs and a diagnostic for chemotherapy resistance. The report says NewStem has incurred losses since its founding, has generated minimal revenue from one licensing agreement, holds a CE Mark for an in vitro diagnostic device, and has no FDA-approved medical device.

What the delay means

A late quarterly report means the first-quarter figures were not public on the normal schedule. The notice does not say what the auditors are reviewing or whether they have raised questions. It gives no first-quarter revenue, loss or cash figures.

The company's own annual report describes a holding company whose NewStem investment, one of its two principal assets, has stopped operating and whose joint venture paid no distributions in 2024. Against that background, the auditors' extra time is the only new information in the notice, and the company has not explained it further.

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