UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

  FORM 12b-25

SEC FILE

NUMBER

    001-14310
     
  NOTIFICATION OF LATE FILING

CUSIP

NUMBER

    377185

 

(Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR
  ☐ Form N-CSR
   
  For Period Ended: June 30, 2024
   
  ☐ 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: ______________________________

 

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

 

GLASSBRIDGE ENTERPRISES, INC.
Full Name of Registrant
 
 
Former Name if Applicable
 
551 Madison Avenue, Suite 800
Address of Principal Executive Office (Street and Number)
 
New York, NY 10022
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;
     
☒ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 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 of 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.

 

The Registrant has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 by the prescribed due date because it requires additional time to finalize its financial statements to be included in such Form 10-Q. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Registrant will file its Form 10-Q as soon as practicable. There can be no guarantee that the Registrant will file its Form 10-Q on a timely basis, which could result in the Form 10-Q not being filed within the 5 additional days provided by Rule 12b-25.

 

PART IV — OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification
 
  Daniel Strauss   (212)   220-3300
  (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 ☐ NO ☒
  The annual report on form 10-K for the year ended December 31, 2023 has not been filed yet.
 
(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.

 

The Registrant expects to report the following changes for the six months ended June 30, 2024:

 

  ● Revenue of $2.7 million in six months ended June 30, 2024 increased primarily due to the acquisition of Mortgage Servicing Rights and Home Equity Investments (“HEIs”), compared with revenue of $0.1 million in the same period in 2023.
     
  ● Interest expense was $2.5 million for the six months ended June 30, 2024 compared with interest expense of $0.2 million in the same period in 2023. Interest expense increased $2.3 million primarily due to the dividends on the preferred stock, which are mandatorily redeemable financial instruments and treated as debt, as such, any preferred annual returns and any changes in redemption value are being accrued and recorded as interest expense.  The unrealized gain on marketable securities increased from $0.0 million in the six months ended June 30, 2023 to $0.3 million in the six months ended June 30, 2024 primarily because the value of the marketable securities increased by $0.3 million.
     
  ● Net loss for the six months ended June 30, 2024 was $1.7 million compared to $2.2 million in the same period in 2023 due to the items mentioned above.

 

The amounts reported above are still under review by the Registrant’s accounting staff and independent registered public accounting firm and may differ materially once reported in the Form 10-Q to be filed by the Registrant.

 

 
 

 

GlassBridge Enterprises, 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: August 15, 2024   By: /s/ Daniel Strauss
        Daniel Strauss
        Chief Executive Officer

 

 

 

 

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