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Actionable news in RCAP: RCS CAPITAL CORPORATION,

Notification of inability to timely file Form 10-Q or 10-QSB

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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

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

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.)

PART III – NARRATIVE

State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)

In connection with RCS Capital Corporation’s (the “Company”) previously disclosed initiatives to explore options to strengthen the core retail advice business of the Company, divest its wholesale distribution division and rationalize the Company’s capital structure, the Company successfully concluded a series of negotiations between November 6, 2015 and November 8, 2015 to (i) enter into an amended agreement to sell the Company’s wholesale distribution business, which had initially been agreed to on August 6, 2015, (ii) enter into two note purchase agreements for the issuance of an aggregate of $27 million of senior unsecured promissory notes, (iii) amend our senior secured credit facilities, (iv) obtain for the independent members of the Company’s board of directors a limited grant of proxy to vote the Company’s single outstanding share of Class B common stock, and (v) sell the Company’s liquid alternatives investment management platform.

Accordingly, the Company was unable to file its Quarterly Report on Form 10-Q for the period ended September 30, 2015 (the “Form 10-Q”) by November 9, 2015 without unreasonable effort and expense because of delays associated with (A) concluding the negotiations and documenting the above-noted matters and (B) ascertaining the impact of the announced transactions on the Company’s presentation of financial results and related disclosures, including, but not limited to, (i) the impact of amending the August 6...


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