Current Report Filing (8-k)
May 15 2020 - 06:02AM
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
Date
of Report (Date of earliest event reported): April 14,
2020
DSG
Global, Inc.
(Exact
name of registrant as specified in its charter)
Nevada |
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000-53988 |
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26-1134956 |
(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
|
312
– 2630 Croydon Drive, Surrey, British Columbia,
Canada
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (604)
575-3848
Not
Applicable
(Former
Name or Former 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):
[ ] |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
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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)) |
Indicate
by check mark whether the registrant is an emerging growth company
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 [X]
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.
[ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
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Trading
Symbols(s) |
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Name
of each exchange on which registered |
NA |
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DSG
Global, Inc. (the “Company”) is filing this Current Report on Form
8-K in compliance with and in reliance upon the SEC Order issued
pursuant to Section 36 of the Securities Exchange Act of 1934, as
amended, granting Exemptions from Specified Provisions of the
Exchange Act and Certain Rules thereunder (SEC Release No. 34-88465
on March 25, 2020) (the “Relief Order”). Set forth below are the
reasons for the delays in the completion of the Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2020 (the
“Quarterly Report”), estimated filing dates of the Quarterly Report
and new CODID-19 related risk disclosure.
The
Company filed this Current Report on Form 8-K today to outline its
reliance on the relief from the original filing deadline provided
by the SEC and the Quarterly Report filing extension permitted
thereunder. The extension of time is necessary due to unanticipated
delays being experienced by the Company and its auditors in
completing the field work associated with the audit of the
Company’s financial statements and the Company’s completing its
Annual Report on Form 10-K for the fiscal year eded December 31,
2019. These delays resulted in further delays being experienced by
the Company and its auditors in completing work associated with the
Company’s Quarterly Report. Considering the lack of time for the
compilation, attesting and review of the information required to be
presented and the importance of markets and investors receiving
materially accurate information in the Quarterly Report, as of the
date of this filing, the Company expects to file the Quarterly
Report no later than June 29, 2020.
Additional
Risk Factor
Potential Impact of the COVID-19 Outbreak.
Beginning
in late 2019, there were reports of the COVID-19 (coronavirus)
outbreak originating in China, prompting government-imposed
quarantines, cessation of certain travel and business closures. It
is presently unknown whether and to what extent the Company’s
operations may be affected if the pandemic persists for an extended
period of time. It is also possible that the outbreak will cause
additional disruptions to the Company’s operations and prospects.
The Company may incur delays, reductions in revenue and increases
in expenses relating to such events outside of its control. Most of
the Company’s employees are currently working remotely, and the
Company’s systems are adequate to address the current demands on
the Company’s employees. At this juncture, the Company is unable to
predict when it will be able to resume its ordinary
operations.
Special
Note Concerning Forward Looking Statements
This
filing contains statements which constitute forward looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and other securities laws. These forward looking
statements are based upon the Company’s present intent, beliefs or
expectations, including, among others, the Company’s estimates
relating to the filing of the Quarterly Report, its ability to
sustain its operations without disruptions or delays, but
forward-looking statements are not guaranteed to occur and may not
occur for various reasons and circumstances. You should not place
undue reliance upon the Company’s forward-looking statements.
Except as required by law, the Company undertakes no obligation to
revise or update any forward-looking statements in order to reflect
any event or circumstance that may arise after the date of this
Current 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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By: |
/s/
Bob Silzer |
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Name: |
Robert
Silzer Sr. |
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Title: |
President,
CEO |
Dated:
May 14, 2020