UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC File Number: 001-35064
CUSIP Number: 29102N105
NOTIFICATION OF LATE FILING
(Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR
|
| |
| o | Transition Report on Form 10-K |
| o | Transition Report on Form 20-F |
| o | Transition Report on Form 11-K |
| o | Transition Report on Form 10-Q |
| 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
Emergent Capital, Inc.
Full Name of Registrant
______________________________________________________________________________________________________
Former Name if Applicable
5355 Town Center Road, Suite 701 Address of Principal Executive Office (Street and Number)
Boca Raton, Florida 33486 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 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, 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 the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period.
Emergent Capital, Inc. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (the “Form 10-Q”).
The Form 10-Q could not have been filed with the Securities and Exchange Commission within the prescribed time period without unreasonable effort or expense because of pending additional information necessary for finalizing its Form 10-Q. As of the prescribed due date for the Form 10-Q, the Company has recently consummated a series of integrated transactions to effect a recapitalization of the Company pursuant to certain Master Transaction Agreements (the “Transaction Closing”). As a result of the timeliness of the Transaction Closing and limited internal resources at the Company, the Form 10-Q cannot be completed without unreasonable effort or expense.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
|
| | | | |
Antony Mitchell
| | 561 | | 995-4200 |
| (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 the answer is no, identify report(s). x Yes o 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? x Yes o 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.
See Attachment A hereto which is incorporated herein by reference.
______________________________________________________________________________________________________
|
|
| Emergent Capital, 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 August 10, 2017 By /s/ Antony Mitchell
Name: Antony Mitchell
Title: Chief Executive Officer and Director
Attachment A
The Company expects to report that net loss from continued operations for the quarter ended June 30, 2017 was $6.5 million as compared to a net loss of $9.8 million for the same period last year, and that as of June 30, 2017, the Company had cash and cash equivalents of $22.7 million as compared to cash and cash equivalents of $24.1 million as of June 30, 2016. However, the Company cannot provide assurance that the final amounts will not be different than the amounts indicated pending the verification of all information required to be presented in the Form 10-Q.
The Company has incurred losses and reported negative cash flows for the six months ended June 30, 2017. The Company has previously disclosed that there was substantial doubt about the company’s ability to continue as a going concern. Subsequent to the quarter end, on July 28, 2017, the Company consummated a series of integrated transactions to effect a recapitalization of the Company pursuant to certain Master Transaction Agreements as disclosed in the Company’s Current Report on Form 8-K filed on August 1, 2017.
