Washington, D.C. 20549 


FORM 12b-25



OMB Number: 3235-0058
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46263D 10 6


(Check one):     Form 10-K   Form 20-F   Form 11-K þ   Form 10-Q   Form 10-D   Form N-CEN   Form N-CSR
    For Period Ended: Quarterly Period ended March 31, 2019
       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:




iPic Entertainment Inc.  

Full Name of Registrant




Former Name if Applicable


Mizner Park, 433 Plaza Real, Ste. 335  

Address of Principal Executive Office (Street and Number)


Boca Raton, Florida 33432  

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)


þ (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 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 date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




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 portion thereof, could not be filed within the prescribed time period.


The quarterly report on Form 10-Q for the three-months ended March 31, 2019 of iPic Entertainment Inc. (the “Company”) could not be filed within the prescribed time period because the Company’s former independent registered public accounting resigned effective April 16, 2019, requiring the Company to conduct a search for a new firm. The Audit Committee engaged Marcum LLP as the Company’s new independent registered public accounting firm effective May 2, 2019. The Company is working diligently and plans to use the extension to complete its work and file its first quarter Form 10-Q within the 5-day extension period provided by Rule 12b-25.




(1)   Name and telephone number of person to contact in regard to this notification
    Andre Loehrer   (561)   886-3258
    (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 þ     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 þ 
    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.





__________________iPic Entertainment 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: May 15, 2019 By: /s/ Andre Loehrer

Name: Andre Loehrer

Title: Interim 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.




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