UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


 
         
 
 
 
FORM 12b-25
 
SEC File Number
 
 
 
 
001-32426
 
 
 
 
 
 
 
NOTIFICATION OF LATE FILING
 
CUSIP Number
 
 
 
 
962 08T 104

 
   
 
 
(Check one):
☒ Form 10-K    ☐ Form 20-F    ☐ Form 11-K    ☐ Form 10-Q    ☐ Form 10-D    ☐ Form N-SAR    ☐ Form N-CSR

   
         
 
For Period Ended: December 31, 2018
 
  
 
 
 
 
  
 
☐
Transition Report on Form 10-K
 
  
 
☐
Transition Report on Form 20-F
 
  
 
☐
Transition Report on Form 11-K
 
  
 
☐
Transition Report on Form 10-Q
 
  
 
☐
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
 
WEX Inc.
Full Name of Registrant
 
 
Former Name if Applicable
 
97 Darling Avenue
Address of Principal Executive Office (Street and Number)
 
South Portland, ME 04106
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
☒
(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.


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.

WEX Inc. (the “Company”) is unable, without unreasonable effort or expense, to file its Annual Report on Form  10-K for the year ended December 31, 2018 within the prescribed time period because management requires additional time to complete its previously disclosed ongoing internal review of a discrepancy related to the balance sheet of the Company’s Brazilian subsidiary.

The Company is working diligently to finalize the internal review. The Company expects to conclude the remaining work in time for the Company to file its Annual Report on Form 10-K no later than the prescribed due date allowed pursuant to Rule 12b-25.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification
 
         
Roberto Simon
 
(207)
 
 
773-8171
(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). 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? 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.

The Company does not anticipate any significant changes in results of operations. For information regarding the year ended December 31, 2018, the Company refers interested parties to the current report on Form 8-K, furnished to the Securities and Exchange Commission on February 22, 2019, which reports the Company’s preliminary estimate of financial results for the year ended December 31, 2018. 
 
         
 
 
 
 
 
 
 
 
 
 
 
WEX 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: March 4, 2019
By:
/s/ Roberto Simon
 
Name:
Roberto Simon
 
Title:
Chief Financial Officer