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
 
ý Form 10-Q
 
□ Form 10-D
 
 
□ Form N-CEN
 
□ Form N-CSR
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For Period Ended:
September 30, 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.
 
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
 
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
 
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 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.

PART III — NARRATIVE
 
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
Turtle Beach Corporation (the “Company”) is unable to complete the filing of its Quarterly Report on Form 10-Q (“Form 10-Q”) for the fiscal period ended September 30, 2022 within the prescribed time without unreasonable effort or expense.  The Company needs additional time to complete a goodwill analysis that may impact goodwill valuation on the balance sheet and have a non-cash impact on GAAP Net Income and GAAP EPS accordingly.


 
(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
 
(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).
 
 
 
 
 
 
 
 
 
ý 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     ýNo
 
 
 
 
 
 
 
 
 
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.
 
 
Turtle Beach Corporation

(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 
Date
November 9, 2022
 
By
/s/ John T. Hanson
 
 
 
 
John T. Hanson
 
 
 
 
Chief Financial Officer
 
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
 
 
ATTENTION
 
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).