UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [X] Form 10-K [_] Form 20-F [_] Form 11-K [_] Form 10-Q [_] Form N-SAR
For Period Ended: December 31, 2014
[_] 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: _______________
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.
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
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RMG Networks Holding Corporation
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Full Name of Registrant
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Former Name if Applicable
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15301 Dallas Parkway, Suite 500
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Address of Principal Executive Office (Street and Number)
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Addison, TX 75001
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City, State, Zip Code
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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 reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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[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
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| (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 the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
RMG Networks Holding Corporation (the “Registrant”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the period ended December 31, 2014 (the “Annual Report”) by the March 31, 2015 filing date applicable to smaller reporting companies, due to unforeseen delays in finalizing the financial statements. The Registrant anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification:
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David Mace Roberts
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| 972
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| 744-3772
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(Name)
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| (Area Code)
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| (Telephone No.)
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(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.
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RMG Networks Holding Corporation
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(Name of Registrant as Specified in Charter)
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Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: March 31, 2015
| | By:
| /s/ David Mace Roberts
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| | | Name: David Mace Roberts
Title: SVP, General Counsel and Secretary
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