UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 16, 2015

LIQUID HOLDINGS GROUP, INC.

(Exact name of registrant as specified in its charter)

800 Third Avenue
38^th Floor
New York, NY 10022

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (212) 293-1836

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Liquid Holdings Group, Inc. (the “Company”) received a notification letter (the “Notice”) from staff of The NASDAQ Listing Qualifications Department (the “Staff”), dated April 16, 2015, stating that the Company is no longer in compliance with NASDAQ Marketplace Rule 5250(c)(1), which requires timely filing of periodic reports with the Securities and Exchange Commission (the “SEC”), because it has not yet filed its Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended December 31, 2014.

The Company intends to submit to the Staff a plan detailing how it plans to regain compliance with NASDAQ’s Rule 5250(c)(1). The NASDAQ notice specifies that this plan must be submitted by June 15, 2015. If NASDAQ accepts the Company’s plan, it may grant an exception of up to 180 calendar days from the Form 10-K’s due date, or until October 12, 2015, for the Company to regain compliance. If the Staff does not accept the Company’s plan, the Company will have the opportunity to appeal that decision to a NASDAQ Hearings Panel. The Notice has no immediate effect on the listing of the Company’s common stock on the NASDAQ Global Market.

On April 22, 2015, the Company issued a press release relating to the foregoing event, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Cautionary Statement Concerning Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. These statements include, among others, statements relating to the Company's ability to complete its ongoing internal investigation, file its Form 10-K, regain compliance with the NASDAQ listing rules and carry out its strategic initiatives and growth strategy. These statements are based on the Company’s beliefs and assumptions, which in turn are based on currently available information. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond the Company's ability to control or predict and you should be aware that the occurrence of certain events, including those referenced in the sections titled "Risk Factors" in our 2013 Form 10-K or our subsequent Quarterly Reports on Form 10-Q, could harm the Company's business, prospects, results of operations, liquidity and financial condition. Except as required by applicable law, the Company is under no obligation to publicly update or revise any forward-looking statements.

The following exhibit is being furnished as part of this report:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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