Inability
to file Annual Report on Form 10-K for the year ended December 31, 2019 in a timely manner due to circumstances related to COVID-19
global pandemic.
GBT
Technologies, Inc. (the “Company”) will be unable to file its 2019 Annual Report on Form 10-K by the original deadline
of March 30, 2020 due to circumstances related to the global impact of COVID-19. The Company’s headquarters is located in
California. On March 19, 2020, California Governor Gavin Newsom issued a stay at home order to protect the health and well-being
of all Californians and to establish consistency across the state in order to slow the spread of COVID-19. California is therefore
under strict quarantine control and travel has been severely restricted, resulting in disruptions to work, communications, and
access to files (due to limited access to facilities). As such, the Company’s finance team will be unable to complete the
preparation of the Company’s consolidated financial statements and the Form 10-K until after March 30, 2020.
The
Company is relying on the SEC order dated March 4, 2020 (Release No. 34-88318) to extend the due date for the filing of its Form
10-K until May 14, 2020 (45 days after the original due date). The Company will work diligently to comply with such requirement,
and, at this time, management believes that it may need the entire available extension period.
Additional
risk factor disclosure
The
following is a risk factor relating to the global COVID-19 pandemic.
The
Company operates in a high-tech marketplace and relies on professionals and partnerships all over the world, which is impacted
by the global pandemic, causing the Company’s resources to be affected. Our business operations have been and may continue
to be materially and adversely affected by the coronavirus disease COVID-19.
An
outbreak of respiratory illness caused by COVID-19 emerged in Wuhan city, Hubei province, PRC, in late 2019 and has been expanding
globally. COVID-19 is considered to be highly contagious and poses a serious public health threat.
On
March 19, 2020, the California Governor announced the lockdown of California in an attempt to slow the spread of the virus. Since
then, other measures have been imposed in other countries and major cities in the USA, including Los Angeles, and throughout the
world in an effort to contain the COVID-19 outbreak. The World Health Organization (the “WHO”) is closely monitoring
and evaluating the situation. On March 11, 2020, the WHO declared the outbreak of COVID-19 a pandemic, expanding its assessment
of the threat beyond the global health emergency it had announced in January. Any outbreak of such epidemic illness or other adverse
public health developments in the USA or elsewhere in the world may materially and adversely affect the global economy, our markets
and our business.
In
the first quarter of 2020, the COVID-19 outbreak has caused disruptions in our development operations, which have resulted in
delays on exiting projects. A prolonged disruption or any further unforeseen delay in our operations of the development, delivery
and assembly process within any of our activities could continue to result in, increased costs and reduced revenue.
We
cannot foresee whether the outbreak of COVID-19 will be effectively contained, nor can we predict the severity and duration of
its impact. If the outbreak of COVID-19 is not effectively and timely controlled, our business operations and financial condition
may be materially and adversely affected as a result of the deteriorating market outlook for sales, the slowdown in regional and
national economic growth, weakened liquidity and financial condition of our customers and vendors or other factors that we cannot
foresee. Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment,
cause uncertainties, cause our business to suffer in ways that we cannot predict and materially and adversely impact our business,
financial condition and results of operations.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or the Company’s future
financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates,”
“believes,” “expects,” “can,” “continues,” “could,” “estimates,”
“expects,” “intends,” “may,” “plans,” “potential,” “predicts,”
“should” or “will” or the negative of these terms or other comparable terminology. Such statements are
subject to certain risks and uncertainties, including the matters set forth in this Form 8-K or other reports or documents the
Company files with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ
materially from those projected. Although the Company believes that the expectations reflected in the forward-looking statements
are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Undue reliance should
not be placed on these forward-looking statements, which speak only as of the date hereof. The Company’s expectations are
as of the date this Form 8-K is filed, and the Company does not intend to update any of the forward-looking statements after the
date this Form 8-K is filed to conform these statements to actual results, unless required by law. All of the forward-looking
statements are qualified in their entirety by reference to the factors discussed under Item 1A. “Risk Factors” in
the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the Securities and Exchange
Commission, and in this Form 8-K.