UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

 

 

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SEC File Number:

001-35465

 

CUSIP Number:

900450206

(Check one):

 

☒ Form 10-K

 

□ Form 20-F

 

□ Form 11-K

 

☐ Form 10-Q

 

□ Form 10-D

 

 

□ Form N-CEN

 

□ Form N-CSR

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For Period Ended:

December 31, 2022

 

 

□ Transition Report on Form 10-K

 

 

 

 

 

 

□ Transition Report on Form 20-F

 

 

 

 

 

 

□ Transition Report on Form 11-K

 

 

 

 

 

 

□ Transition Report on Form 10-Q

 

 

 

 

 

 

For the Transition Period Ended: 

 

 

 

 

 

 

 

 

 

 

 

 

 

Read Instructions (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.

Turtle Beach Corporation

Full Name of Registrant

N/A

Former Name if Applicable

44 South Broadway, 4th Floor

Address of Principal Executive Office (Street and Number)

White Plains, NY 10601

City, State and Zip Code

 

 ☒ 

 

(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.

SEC 1344 (06-19)

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.

(1)

 

Name and telephone number of person to contact in regard to this notification

 

 

John T. Hanson

 

(888)

 

496-8001

 

 

(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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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.

On March 13, 2023, the Company issued a press release (the “Press Release”) announcing the Company’s financial results for the year ended December 31, 2022 and was included as an exhibit to the Company’s Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission on March 13, 2023. Information about the Company’s financial results for the year ended December 31, 2022 compared to the year ended December 31, 2021 was included in the Press Release.

Discussion of Forward-Looking Statements about Turtle Beach Corporation

Statements in this notification on Form 12b-25 regarding Turtle Beach Corporation that are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements about the effects of the Company’s review of its goodwill valuation and deferred tax asset analysis on its business, results, financial position, liquidity and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, Turtle Beach Corporation undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see Turtle Beach Corporation’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K. 

Date

March 16, 2023

 

By

/s/ John T. Hanson

 

 

 

 

John T. Hanson

 

 

 

 

Chief Financial Officer

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).