Current Report Filing (8-k)
March 30 2020 - 4:17PM
Edgar (US Regulatory)
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): March 30, 2020
LGBTQ
LOYALTY HOLDINGS, INC.
(Exact
name of the registrant as specified in its charter)
DELAWARE
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000-54867
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80-0671280
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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2435
Dixie Highway
Wilton
Manors, FL 33305
(Address
of principle executive offices) (Zip code)
Registrant’s
telephone number, including area code: (954) 947-6133
(Former
name or address if changed since last report)
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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[ ]
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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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[ ]
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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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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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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
[ ]
Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
8.01 Other Events
LGBTQ
Loyalty Holdings, Inc. (the “Company”) will be relying on the Securities and Exchange Commission’s Order under
Section 36 of the Securities Exchange Act of 1934 Granting Exemptions From Specified Provisions of the Exchange Act and Certain
Rules Thereunder dated March 4, 2020 (Release No. 34-88318) (the “Order”) to delay the filing of its Annual Report
on Form 10-K for the year ended December 31, 2019 (the “Report”) due to the circumstances related to COVID-19. In
particular, the economic downturn and volatility in the financial markets has caused severe disruptions in the Company’s
operating and financing activities, including travel restrictions and limited support from staff and professional advisors. This
has, in turn, delayed the Company’s ability to complete its audit and prepare the Report. Notwithstanding the foregoing,
the Company expects to file the Report no later than May 14, 2020 (which is 45 days from the Report’s original filing deadline
of March 30, 2020).
In
light of the current COVID-19 pandemic, the Company will be including the following Risk Factor into its Report:
An
occurrence of an uncontrollable event such as the COVID-19 pandemic is likely to negatively affect our operations.
The
occurrence of an uncontrollable event such as the COVID-19 pandemic is likely to negatively affect our operations. A pandemic
typically results in social distancing, travel bans and quarantine, and this has limited access to our facilities, customers,
management, support staff and professional advisors. These, in turn, will not only impact our operations, financial condition
and demand for our services but our overall ability to react timely to mitigate the impact of this event. Also, it may substantially
hamper our efforts to provide our investors with timely information and comply with our filing obligations with the Securities
and Exchange Commission.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf
of the undersigned hereunto duly authorized.
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LGBTQ
Loyalty Holdings, Inc.
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Date:
March 30, 2020
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By:
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/s/
Robert A. Blair
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Robert
A. Blair
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Chief
Executive Officer
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