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: March 31, 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 Transaction Period Ended: ________________
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
| Merriman Holdings, Inc. |
| Full Name of Registrant |
| Former Name if Applicable |
| 250 Montgomery Street, 16th Floor |
| Address of Principal Executive Office (Street and Number) |
| San Francisco, California 94104 |
| 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)
| x | (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, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and |
| x | (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, N-SAR, or the transition report thereof, could not be filed within the prescribed time period.
Our quarterly report on Form 10-Q could not be filed within the prescribed time period. During the quarter ended March 31, 2015, the Registrant transitioned the clearing broker relationship for its subsidiary Merriman Capital, Inc. from Pershing LLC to COR Clearing LLC. Merriman Capital, Inc. accounts for substantially all of the Registrant’s revenues and a large portion of those revenues pass through the clearing broker. The financial information provided to the Registrant by COR is presented in a different format and categorized in different ways from the equivalent financial information provided by Pershing in the past. The Registrant is not able to reconcile such difference in order to process and review the financial information required to file the Quarterly Report on Form 10-Q by the date required without incurring undue hardship and expense. The Registrant expects to file its Form 10-Q within the extension period.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| D. Jonathan Merriman | (415) | 248-5601 | ||
| (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 answer is no, identify report(s). Yes x 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 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.
Merriman Holdings, 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: May 15, 2015 | By: | /s/ D. Jonathan Merriman | |
| Name: D. Jonathan Merriman | |||
| Title: Chief Executive Officer |