Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 01 2021 - 04:35PM
Edgar (US Regulatory)
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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB Number: 3235-0058
Expires: February 28, 2022
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FORM 12b-25
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SEC FILE NUMBER
001-35064
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NOTIFICATION OF LATE FILING
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CUSIP NUMBER
29102N105
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(Check one):
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x 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-SAR
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¨ Form N-CSR
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For the Period Ended: November 30, 2020
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¨
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Transition Report on Form 10-K
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¨
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Transition Report on Form 20-F
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¨
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Transition Report on Form 11-K
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¨
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Transition Report on Form 10-Q
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¨
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Transition Report on Form N-SAR
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For the Transition Period Ended:_____________________
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Read Instruction (on back page) Before
Preparing Form. Please Print or Type.
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
Emergent Capital, Inc.
Full Name of Registrant
N/A
Former Name if Applicable
1200 N. Federal Highway, Suite 200
Address of Principal Executive Office (Street and Number)
Boca Raton, Florida 33432
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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(a) The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
(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.
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PART III — NARRATIVE
State below in reasonable detail
why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the
prescribed time period.
Emergent Capital, Inc. (the
“Company”) is unable to file, without unreasonable effort or expense, its Annual Report on Form 10-K for the fiscal
year ended November 30, 2020 (the “Form 10-K”).
As previously disclosed, on
October 15, 2020, Company and its wholly-owned subsidiary Red Reef Alternative Investment, LLC filed voluntary petitions for relief
(the “2020 Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”)
in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). Also as previously disclosed,
on October 26, 2020, Imperial Premium Finance, LLC, a wholly-owned subsidiary of Emergent, filed a voluntary petition for relief
under chapter 11 of the Bankruptcy Code in the Bankruptcy Court.
On December 18, 2020, the Company
filed a Second Amended Chapter 11 Plan of Reorganization (the “Plan of Reorganization”). On December 30, 2020, the
Bankruptcy Court entered an order confirming the Plan of Reorganization. The effective date of the Plan of Reorganization will
occur as soon as all the necessary preparations are completed and has yet to be determined.
As a result of these events,
the considerable time and resources management has devoted to the 2020 Chapter 11 Cases and the related restructuring under the
Plan of Reorganization, the Company has been unable to complete the preparation of the Form 10-K within its normal review cycle
and has determined that it is unable to timely file the Form 10-K without unreasonable effort or expense. At this time, the Company
is unable to estimate when it will be able to complete and file the Form 10-K.
Persons who are to respond to the collection
of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification
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Miriam Martinez
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(561)
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995-4366
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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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 answer is no, identify report(s). Yes x No ¨
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(3)
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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?
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Yes ¨ No
x
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.
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
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March 1, 2021
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By
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/s/ Miriam Martinez
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Miriam Martinez, Chief Financial Officer
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INSTRUCTION: The form may be signed
by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing
the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant
shall be filed with the form.