Washington, D.C. 20549









Date of Report (Date of earliest event reported): March 25, 2020



(Exact name of registrant as specified in its charter)












(State or other jurisdiction


(Commission File Number)


(IRS Employer

of Incorporation)




Identification Number)








12340 Seal Beach Blvd. Suite B-190

Seal Beach, CA 90740





(Address of principal executive offices)





(702) 866-2500





(Registrant’s Telephone Number)



U.S. Lithium Corp. 

(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 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


          .    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


          .    Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


          .    Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 8.01 Other Events


On March 4, 2020 and March 25, 2020, the U.S. Securities and Exchange Commission (the “Commission”) issued orders under Section 36 (Release No. 34-88318) of the Securities Exchange Act of 1934 (“Exchange Act”) granting exemptions from specified provisions of the Exchange Act and certain rules thereunder (the “Order”). The Order provides that a registrant (as defined in Exchange Act Rule 12b-2) 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.


BioELife Corp., formerly U.S. Lithium Corp., (the “Company”) is amending this Current Report on Form 8-K to indicate its 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, and to provide a date when we expect to file our Annual Report on Form 10-K.


The Company’s headquarters and a significant portion of its business operations are located in areas of the United States currently on “lock-down” orders or “shelter in place” recommendations for the national health crisis, including key personnel responsible for assisting the Company in the development of its financial statements. As a result of the travel and work restrictions stemming from the COVID-19 pandemic, the Company is unable to obtain financial records that it needs to permit the Company to file a timely and 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. We expect to file our Annual Report on Form 10-K on or before April 30, 2020.





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 thereunto duly authorized.







Date: March 31, 2020

U.S. Lithium Corp.




By:  /s/ Gregory Rotelli



Gregory Rotelli



President & CEO



Other Events.


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