UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check One): | ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR |
For Period Ended: June 30, 2015
¨ 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
| Twinlab Consolidated Holdings, Inc. |
| Full Name of Registrant |
| Former Name if Applicable |
| 632 Broadway, Suite 201 |
| Address of Principal Executive Office (Street and Number) |
| New York, NY 10012 |
| 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. (Attach extra sheets if needed.)
The Company entered into a number of financing transactions during the last month of the quarter ended June 30, 2015, including several transactions on the final day of such quarter. Given these numerous transactions and the fact that the quarter ended June 30, 2015 was the first full quarter of integration following the acquisition by the Company of assets in the 1st quarter of 2015, the Company requires the additional time allowed under the regulations to finalize and file its report on Form 10-Q for the quarter ended June 30, 2015.
PART IV — OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
| Richard H. Neuwirth | 212 | 651-8500 | ||
| (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.
The registrant was a shell company named “Mirror Me, Inc.” (the “Predecessor Company”) for the corresponding period for the last fiscal year. Accordingly, the earnings statement for the Predecessor Company is not comparable to that of the registrant post-merger (in which merger the business of registrant was acquired by the Predecessor Company).
| Twinlab Consolidated Holdings, Inc. |
| (Name of Registrant as Specified in Charter) |
Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| August 14, 2015 | By | /s/ Richard H. Neuwirth |
| Richard H. Neuwirth | ||
| Executive Vice President and Chief Legal Officer |
