Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 12 2020 - 6:08AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
SEC File Number 001-35008
NOTIFICATION
OF LATE FILING
(Check one):
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☐ Form 10-K
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☐ Form 20-F
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☐ Form 11-K
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☒ Form 10-Q
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☐ Form 10-D
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☐ Form N-CEN
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☐ Form N-CSR
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For
Period Ended:
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March 31, 2020
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☐ Transition Report on Form 10-K
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☐ Transition
Report on Form 20-F
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☐ Transition Report on Form 11-K
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☐ Transition Report on Form 10-Q
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For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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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
GAIN
Capital Holdings, Inc.
Full Name of Registrant
Former Name if Applicable
BEDMINSTER
ONE, SUITE 11, 135 US HWY 202/206
Address of Principal Executive Office (Street
and Number)
BEDMINSTER,
NJ 07921
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).
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☒
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(a)
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The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
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(b)
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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
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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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 Registrant is unable to file, without
unreasonable effort and expense, its Quarterly Report on Form 10-Q for the period ended March 31, 2020 because the Registrant is
still compiling information for the Form 10-Q and the auditors have not completed their review of the financial statements for
that period. It is anticipated that the Form 10-Q Quarterly Report, along with the financial statements, will be filed on or before
the deadline.
PART IV — OTHER INFORMATION
(1) Name and telephone number of person
to contact in regard to this notification
Nigel Rose
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(908)
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731-0700
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(Name)
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(Area Code)
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(Telephone Number)
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(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). ☒ 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.
GAIN Capital 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.
Date May 11, 2020
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By:
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/s/ Nigel Rose
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Nigel Rose
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Chief Financial Officer
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