UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

 

 

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): July 9, 2015

 

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LIQUID HOLDINGS GROUP, INC.

(Exact name of registrant as specified in its charter)

 

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Delaware	001-36024	46-3252142
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

111 River Street
Suite 1204
Hoboken, New Jersey 07030

(Address of principal executive offices) (Zip code)

 

Registrant's telephone number, including area code: (212) 293-1836

 

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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Item 2.02

Results of Operations and Financial Condition.

 

On July 9, 2015, Liquid Holdings Group, Inc. (“Liquid” or the “Company”) issued a press release regarding a reorganization of its operations, noting that the Company expected to realize a reduction in operating expenses as a result thereof. The Company also announced that it had an estimated cash balance of $12.1 million as of June 30, 2015. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing.

 

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Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

The following exhibit is being furnished as part of this report:

 

Exhibit No.		Description
99.1		Press Release dated July 9, 2015.

 

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Cautionary Statement Concerning Forward-Looking Statements

 

This report contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. These statements include, among others, statements relating to improved response times to customer issues and improved customer experience; to reductions in the amount of the Company’s operating expenses; to increasing the amount of time for which Liquid can operate based on its current cash levels and projected operating income; and to expected changes in the Company’s results of operations or financial position. These statements are based on the Company's beliefs and assumptions, which in turn are based on currently available information. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond the Company's ability to control or predict and you should be aware that the occurrence of certain events, including those referenced in the sections titled “Risk Factors” in the Company’s 2013 Form 10-K or in the Company’s subsequent Quarterly Reports on Form 10-Q, and in the Company’s other filings with the Securities and Exchange Commission, could harm the Company's business, prospects, results of operations, liquidity and financial condition and cause its stock price to decline significantly. Except as required by applicable law, Liquid is under no obligation to publicly update or revise any forward-looking statements.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	LIQUID HOLDINGS GROUP, INC.
Date: July 10, 2015
	By:	/S/ Peter R. Kent
		Name: Peter R. Kent
		Title: Chief Executive Officer and Chief Financial Officer

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated July 9, 2015.