Current Report Filing (8-k)
March 30 2020 - 11:51AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
March
30, 2020
Date
of Report (Date of Earliest Event)
SYLIOS
CORP
(Exact
name of registrant as specified in its charter)
FLORIDA
(State
or other jurisdiction of incorporation)
000-56091
(Commission
File No.)
501
1st Ave N., Suite 901
St.
Petersburg, Florida 33701
(Address
of principal executive offices and Zip Code)
(727)
482-1505
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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Common
stock
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UNGS
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OTC
Markets “PINK”
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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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM
8.01 OTHER EVENTS.
On
March 27, 2020, the Company determined that it will not be able to file its Form 10-K for the year ended December 31, 2019 on
time as a result of factors relating to the COVID-19 pandemic and the steps taken by states to seek to reduce the spread of the
virus by either requesting or requiring businesses to close or work remotely. As a result, the Company’s accounting staff
and the staff of the independent auditors are not able to complete the audit in a timely manner in order to file the Form 10-K
by the required date, after giving effect to the extension permitted by Section 12b-25. The Company is filing this report on Form
8-K to report that it will rely on the exemption from timely filing provided by the SEC in Release No. 34-88318, dated March 4,
2020 (the “Release”). The Company anticipates that it will file the Form 10-K no later than May 14, 2020 (45 days
after the original due date). This report on Form 8-K replaces the Form 12b-25, which, as provided in the Release, is not required
to be filed.
In
reliance on the aforementioned SEC order, the Company intends to include the following risk factor in its 2019 Annual Report on
Form 10-K:
“Our
business operations have been and may continue to be materially and adversely affected by the outbreak of the novel respiratory
illness coronavirus (“COVID-19”).
On
March 11, 2020, the World Health Organization declared the outbreak of the novel respiratory illness COVID-19 a pandemic. The
new strain of COVID-19 is considered to be highly contagious and poses a serious public health threat.
Any
outbreak of such epidemic illness or other adverse public health developments may materially and adversely affect the global economy,
our markets and our business.
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 automobile sales, the slowdown in
regional and national economic growth, weakened liquidity and financial condition of our customers 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 in the regions where we conduct business, cause our business to suffer in ways that we cannot predict and
materially and adversely impact our business, financial condition and results of operations.”
SIGNATURES
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.
Dated
this 30th day of March 2020.
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SYLIOS
CORP
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BY:
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/s/
Jimmy Wayne Anderson
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Jimmy
Wayne Anderson, President
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