UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

  

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 1, 2015

  

 

LIQUID HOLDINGS GROUP, INC.

(Exact name of registrant as specified in its charter)

  

 

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

 

Not Applicable

 (Former name or former address, if changed since last report)

 

 

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))

 

 

 

 

 

Item 2.02

Results of Operations and Financial Condition.

Item 7.01

Regulation FD Disclosure.

 

Liquid Holdings Group, Inc. (the “Company” or “Liquid”) disclosed in its Current Report on Form 8-K filed with the SEC on September 24, 2015 that it was unable to file certain of its periodic reports required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and SEC rules and regulations promulgated thereunder, due to the resignation of its independent registered public accounting firm. On October 8, 2015, the Company filed a Current Report on Form 8-K (the “October 8-K”) that provided certain information in respect of the third quarter of 2014, the full year 2014 and the first quarter of 2015, none of which was audited or reviewed, as applicable, by an independent registered public accounting firm. The Audit Committee of the Company’s Board of Directors has not yet engaged a new independent registered public accounting firm, and the Company is unable to predict when it will be able to file the Exchange Act periodic reports in respect of the foregoing or subsequent periods. Accordingly, the Company is providing (i) unaudited condensed consolidated financial statements and notes thereto as of, and for the three and six months ended on, June 30, 2015 and (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations relating thereto, attached hereto as Exhibit 99.1 (collectively, the “Q2 Financial Information”), in this Current Report on Form 8-K.

 

Information contained in Items 2.02 and 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing made by the Company pursuant to the Securities Act of 1933, as amended, or the Exchange Act, other than to the extent that such filing incorporates any or all of such information by express reference thereto.

 

 

Cautionary Statement Regarding the Q2 Financial Information Included in this Current Report on Form 8-K

 

The Company cautions not to place undue reliance upon the Q2 Financial Information contained in Exhibit 99.1, which is limited in scope and does not include all of the information required to be disclosed in a periodic report pursuant to the SEC rules and regulations. The Q2 Financial Information was not audited or reviewed, as applicable, by an independent registered public accounting firm and may be subject to future adjustments and revisions. The Q2 Financial Information should not be viewed as indicative of future results.

 

 

Cautionary Statement Concerning Forward Looking Statements

 

This Current Report on Form 8-K 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 the Company’s ability to file its Exchange Act periodic reports with the SEC. 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 “Risk Factors” section of Exhibit 99.2 to the October 8-K as well as in the sections titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, the Company’s subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K or other filings with the SEC, could harm the Company’s business, prospects, results of operations, liquidity and financial condition, could cause the Company’s stock price to decline significantly or could require the Company to scale back or cease operations. Except as required by applicable law, the Company is under no obligation to publicly update or revise any forward-looking statements.

 

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		June 30, 2015 Information.

 

 

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: December 1, 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		June 30, 2015 Information.