Current Report Filing (8-k)
May 13 2020 - 4:56PM
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): May 13, 2020
EDISON
NATION, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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001-38448
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82-2199200
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1
West Broad Street, Suite 1004
Bethlehem,
Pennsylvania
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18018
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(Address
of principal executive offices)
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(Zip
Code)
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(484)
893-0060
(Registrant’s
Telephone Number, Including Area Code)
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on
which
registered
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Common
Stock, $0.001 par value per share
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EDNT
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Nasdaq
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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. [X]
Edison
Nation, Inc. (the “Company”) has determined that due to circumstances and uncertainty surrounding the effects of the
outbreak of the coronavirus (COVID-19) on the Company as described below, the Company will delay the filing of its quarterly report
on Form 10-Q for the fiscal quarter ended March 31, 2020 (the “Quarterly Report”) by up to 45 days in accordance with
the SEC’s March 25, 2020 Order (Release No. 34-88465) (the “Order”). The Order allows for the delay of certain
filings required under the Securities and Exchange Act of 1934, as amended.
The
Company’s operations and business have experienced disruptions due to the unprecedented conditions surrounding the spread
of COVID-19 throughout the United States and the rest of the world. These disruptions include office closure and the non-availability
of key Company personnel required to prepare the Quarterly Report due to suggested, and mandated, social quarantining and work
from home orders. Due to these disruptions, the Company is unable to timely prepare and review its financial statements and Quarterly
Report. The Company anticipates that it will file its Quarterly Report by no later than June 29, 2020, 45 days after the original
due date of its Quarterly Report.
In
reliance on the aforementioned SEC order, the Company intends to include the following risk factor in its 2019 Annual Report on
Form 10-K:
“Our
business operations have been and may continue to be materially and adversely affected by the outbreak of the novel respiratory
illness coronavirus (“COVID-19”).
On
March 11, 2020, the World Health Organization declared the outbreak of the novel respiratory illness COVID-19 a pandemic. The
new strain of COVID-19 is considered to be highly contagious and poses a serious public health threat. The outbreak of COVID-19
emerged in China, where many of the Company’s suppliers and customers are located. COVID-19 has been expanding within Asia
and globally, such that the Company’s operations in Asia have been largely suspended since January 2020.
Any
outbreak of such epidemic illness or other adverse public health developments 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 manufacturing
operations, which have resulted in delays in the shipment of products to certain of our customers and ultimately, a suspension
of our Asian operations in January 2020. A prolonged disruption or any further unforeseen delay in our operations of the manufacturing,
delivery and assembly process within any of our production facilities could continue to result in delays in the shipment of products
to our customers, 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 automobile sales, the slowdown in
regional and national economic growth, weakened liquidity and financial condition of our customers 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 in the regions where we conduct business, cause our business to suffer in ways that we cannot predict and
materially and adversely impact our business, financial condition and results of operations.”
SIGNATURES
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:
May 13, 2020
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EDISON
NATION, INC.
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By:
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/s/
Christopher B. Ferguson
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Name:
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Christopher
B. Ferguson
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Title:
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Chief
Executive Officer
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