Item
8.01 Other Events.
On March 4, 2020, the
U.S. Securities and Exchange Commission (the “Commission”) issued an order under Section 36 (Release No. 34-88318)
of the Securities Exchange Act of 1934, as amended (“Exchange Act”), granting exemptions from specified provisions
of the Exchange Act and certain rules thereunder (the “Order”). The Order provides that a registrant subject to the
reporting requirements of Exchange Act Section 13(a) or 15(d), and any person required to make any filings with respect to such
a registrant, is exempt from any requirement to file or furnish materials with the Commission under Exchange Act Sections 13(a),
13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G (except for those provisions mandating the filing
of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable, where
certain conditions are satisfied.
Kiwa Bio-Tech Products
Group Corporation (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. We are furnishing
this Amended Current Report on Form 8-K/A to indicate our reliance on the Order in connection with the Company’s Annual Report
on Form 10-K for the year ended December 31, 2019 as a result of the circumstances set forth below.
As previously announced in its Form 8-K filed
on March 8, 2020, the preparation of the Company’s Annual Report including financial statements and completion of the auditing
process has been delayed by Chinese Government-imposed quarantines, office closings and travel restrictions which affect both the
Company’s and its service provider’s personnel. Specifically, the Company has significant operations in the city of
Yangling, Shaanxi Province, China. Due to concerns related to the spread of the Coronavirus, the entire city of Yangling has been
locked down by the Government of China since January 25, 2020. All of the Company’s employees in this area have been required
by the Government to stay at home until further notice, subject to the containment of the Coronavirus. Banks in the area are not
engaged in normal operations and specific bank reporting required to complete the Company’s audit cannot be obtained at this
time. In compliance with the Government’s health emergency rules in place, the Company’s building has been temporarily
closed since January 19, 2020 and people are not allowed to enter the office and to access certain of the Company’s business
records located in it. Due to Government-imposed quarantines, office closings and travel restrictions affecting the Company’s
personnel and service providers, the Company’s accounting department has been unable to process certain of its accounting
records and receipts required to complete the audit of the Company’s financial statements.
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.
The Company is supplementing
the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and
its subsequent Quarterly Reports on Form 10-Q with the following risk factor:
We do not yet
know the extent we could be affected by the Coronavirus (COVID-19) pandemic
In December 2019, an outbreak of a novel strain of coronavirus (COVID-19)
originated in Wuhan, China, and has since spread to a number of other countries, including the United States. On March 11, 2020,
the World Health Organization characterized COVID-19 as a pandemic. In addition, as of this time, several states in the United
States have declared states of emergency, and several countries around the world, including the United States, have taken steps
to restrict travel. Our operations are principally located in China, which has taken action to regulate the flow of labor and products
and impede the travel of personnel, may impact our ability to conduct normal business operations, which could adversely affect
our results of operations and liquidity. Disruptions to our supply chain and business operations, or to our suppliers’ or
customers’ supply chains and business operations, could include disruptions from the closure of supplier and manufacturer
facilities, interruptions in the supply of raw materials and components, personnel absences, or restrictions on the shipment of
our or our suppliers’ or customers’ products, any of which could have adverse ripple effects on our manufacturing output
and delivery schedule. If a critical number of our employees become too ill to work, or we are not able to access a sufficient
quantity of our inventory for shipment due to enforced office closures, our production ability could be materially adversely affected
in a rapid manner. Similarly, if our customers experience adverse business consequences due to COVID-19, or any other, pandemic,
demand for our products could also be materially adversely affected in a rapid manner. Global health concerns, such as COVID-19,
could also result in social, economic, and labor instability in the countries and localities in which we or our suppliers and customers
operate. Any of these uncertainties could have a material adverse effect on our business, financial condition or results of operations.