UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 12b-25

 
SEC FILE NUMBER
001-37656
 
CUSIP NUMBER
81734P107
 
 
NOTIFICATION OF LATE FILING
 
(Check One): X   Form 10-K     Form 20-F     Form 11-K     Form 10-Q  ¨  Form 10-D
 
      Form 10-D     Form N-SAR     Form N-CSR    
 
  For Period Ended: December 31, 2020
 
      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:
N/A
 
PART I
REGISTRANT INFORMATION
 
Full Name of Registrant Sequential Brands Group, Inc.
 
Former Name if Applicable N/A
 
Address of Principal Executive Office (Street and Number) 1407 Broadway, 38th Floor
 
City, State and Zip Code New York, NY 10018
 
                                   

 

 

 

 

 

 

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 the reasons 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.
 
Sequential Brands Group, Inc. (the “Company”) is unable to timely file the Form 10-K (the “10-K”) without unreasonable effort or expense. As previously disclosed, the Company and certain of its subsidiaries amended its Third Amended and Restated Credit Agreement (“Credit Agreement”) with Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto. The amendment, among other matters, extended a waiver of existing defaults under the Credit Agreement (the “Waiver”) through March 31, 2021.  Earlier today, the Waiver was further extended through April 19, 2021.  In light of (i) this Waiver; (ii) the Company’s ongoing negotiations with its lenders; and (iii) the Company’s continued evaluation of strategic alternatives, the Company, along with its independent auditors, is continuing the review and finalization of its audited financial statements for the year ended December 31, 2020 taking the Waiver into account.  The Company views this delay as temporary and plans to file the 10-K, and a press release disclosing its fourth quarter 2020 and full year 2020 results, by, or to the extent possible before, April 15, 2021. 
 
PART IV
OTHER INFORMATION
 
(1) Name and telephone number of person to contact in regard to this notification
 
Lorraine DiSanto 646 564-2591
(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     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  X   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.
 
 
                     

 

 

 

 

 
Sequential Brands Group, Inc.
(Name of Registrant as Specified in Charter)
 

 Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

 
Date March 31, 2021   By /s/ Lorraine DiSanto
     

Lorraine DiSanto

Chief Financial Officer