Item
8.01. Other Events.
Delay
Filing of Annual Report on Form 10-K for the Year Ended March 31, 2020
On
March 4, 2020, the U.S. Securities and Exchange Commission (the “SEC”) 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. On March 25, 2020, the order was modified and superseded by a new
SEC order (Release No. 34-88465), which provides conditional relief to public companies that are unable to timely comply with
their filing obligations as a result of the novel coronavirus (“COVID-19”) outbreak (the “SEC Order”).
The SEC 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 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, if certain conditions are satisfied.
EKIMAS
Corporation, (the “Company”) will be relying on the SEC Order to delay the filing of its Annual Report on Form 10-K
for the year ended March 31, 2020 (the “Report”) due to the circumstances related to COVID-19. In particular, COVID-19
has caused severe disruptions in access to the Company’s facilities and accounting records resulting in reduced support
from its staff and professional advisors and delayed communication and completion of tasks amongst employees and consultants involved
in completion of the filing. This has, in turn, delayed the Company’s ability to complete its annual close and prepare the
Report. Notwithstanding the foregoing, the Company expects to file the Report no later than August 13, 2020 (which is 45 days
from the Report’s original filing deadline of June 29, 2020).
In
light of the current COVID-19 pandemic, the Company will be including the following Risk Factor in its Report:
“A
pandemic, epidemic or outbreak of an infectious disease in the markets in which we operate or that otherwise impacts our employees,
facilities, or advisors could adversely impact our business and financial reporting process.”
Voluntary
Downgrade to the PINK Tier of OTC Markets
Subsequent
to July 1, 2020, the Company will voluntarily request downgrade from the QB Tier of the OTC Markets to the PINK Tier of the OTC
Markets.
On
January 31, 2020 (the “Closing Date”), the Company ceased operating as a developer, manufacturer, marketer and seller
of advanced polymers. Subsequent to the Closing Date, the Company became engaged in efforts to identify an operating company (the
“Potential Target”) to acquire or merge with through an equity-based exchange transaction that would likely result
in a change in control. Currently, the Company has not identified a Potential Target and there can be no assurance that a Potential
Target will be identified. The Company’s activities are subject to significant risks and uncertainties, including the need
to raise additional capital if the Company is unable to identify a Potential Target desiring to acquire or merge with us. As a
result, the Company believes the costs associated with continued quotation on the QB Tier of the OTC Markets outweigh the benefits
of remaining on the QB Tier. Notwithstanding the voluntary request for downgrade to the OTC Pink Tier of the OTC Markets, the
Company will use its best efforts and available resources to remain in compliance with the reporting requirements required of
a QB Tier company.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains statements that are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events, including,
without limitation, our future financial or business performance or strategies, results of operations or financial condition.
These statements may be preceded by, followed by or include the words “may,” “might,” “should,”
“estimate,” “plan,” “project,” “forecast,” “intend,” “expect,”
“anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions.
These forward-looking statements are based on information available to us as of the date they were made and involve a number of
risks and uncertainties, and actual results may differ materially from those contemplated by such forward-looking statements.
Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we
do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were
made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws. As a result of a number of known and unknown risks and uncertainties, including the unprecedented impact of COVID-19 pandemic
on our business, customers, employees, consultants, service providers, stockholders, investors and other stakeholders, our actual
results or performance may be materially different from those expressed or implied by these forward-looking statements.