Item
8.01 Other Events.
Inability
to file Annual Report on Form 10-K for the year ended December 31, 2019 and the Quarterly Report on Form 10-Q for the quarter
ended March 31, 2020 in a timely manner due to circumstances related to COVID-19 global pandemic.
On
March 25, 2020, the U.S. Securities and Exchange Commission (the “Commission”) issued Release No 34-88465 (the “Order”)
under Section 36 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) which superseded an order under
Section 36 (Release No. 34-88318) of the Exchange Act, granting public companies with a 45-day extension to file certain disclosure
reports that would otherwise have been due between March 1, 2020 and July 1, 2020. Among other conditions, companies must continue
to convey through a current report a summary of why the relief is needed in their particular circumstances for each periodic report
that is delayed. Companies that receive an extension on filing Exchange Act annual reports or quarterly reports pursuant to the
Order will be considered to have a due date 45 days after the filing deadline for the report. As such, those companies will be
permitted to rely on Rule 12b-25 if they are unable to file the required reports on or before the extended due date. The purpose
of this Current Report on Form 8-K is to comply with these conditions under the Order.
GBT
Technologies Inc. (the “Company”) originally filed a Form 8-K regarding the coronavirus’ potential impact on
its business and its ability to timely file its Form 10-K Annual Report for the period ended December 31, 2019.
As
previously announced in its Form 8-K filed on March 30, 2020, the preparation of the Company’s Annual Report including financial
statements and completion of the auditing process has been delayed. 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. All
individuals living in the State of California are currently ordered to stay home or at their place of residence, leaving only
for permitted work, local shopping related to open sectors, healthcare, food, personal exercise and local outdoor recreation.
This has resulted in disruptions to work, communications, and access to files (due to limited access to facilities). As
such, the Company previously disclosed that its 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.
These
unforeseen circumstances have resulted in the Company being unable to timely file an accurate Annual Report on Form 10-K for its
year-ended December 31, 2019 by the prescribed date without undue hardship and expense to the Company. Accordingly, in reliance
upon the Order, the Company expects to file its Annual Report on Form 10-K no later than 45 days after the due date of filing
of March 30, 2020, unless the COVID-19 circumstances do not change and cause a further delay, in which case we will file for an
additional extension and amendment to this Current Report on Form 8-K.
For
the same reasons, the Company will be unable to timely file its Form 10-Q Quarterly Report for the period ended March 31, 2020,
which is due on May 15, 2020. The Company, in reliance upon the Order, expects that it will be able to file each of its Annual
Report and Quarterly report within 45 days of the due date of each respective report.
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 expanded 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.