UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of April 2020
MMTEC,
INC.
(Translation
of registrant’s name into English)
AF,
16/F, Block B, Jiacheng Plaza, 18 Xiaguangli, Chaoyang
District
Beijing
100027, People’s Republic of China.
Tel:
+86 10 5617 2312
(Address
of Principal Executive Office)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒
Form
40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes ☐
No
☒
If
“Yes” is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
82-________.
MMtec,
Inc. (the “Company”) is filing this Report on Form 6-K in
compliance with and reliance upon the SEC Order under Section 36 of
the Securities Exchange Act of 1934, as amended, granting
Exemptions from Specified Provisions of the Exchange Act and
Certain Rules thereunder (SEC Release No. 34-88318/March 4, 2020)
(the “Relief Order”). Set forth below are, among other things, the
Company’s 2019 audit related updates and the reasons for the delays
in the completion of its completion and filing of the Annual Report
on Form 20-F for the fiscal year ended December 31, 2019 (the
“Annual Report”), and estimated filing dates of the Annual
Report.
The
Company’s main offices are located in Beijing, China. Following the
COVID-19 outbreak and the ensuing pandemic, a number of cities in
China, including Beijing, were and remain under severe travel and
quarantine restrictions and business closures. The Company’s
suppliers and customers have been operating in the same, severely
restricted manner, often suspending their operations altogether.
Beginning in February 2020, in light of the nearly universal travel
restrictions, the Company personnel has been working remotely,
which, substantially impeded the Company’s ability to compile and
prepare its financial statements in connection with the Annual
Report. As a standard audit procedure, the auditors are required to
control the confirmation procedures to ensure the effectiveness of
this audit procedure, i.e. to issue confirmations to bank,
customers and suppliers directly, and required the counterparties
to mail back the confirmations directly to the auditors’ office.
However, in light of the limited operation of the commercial banks
and other business entities (especially small and medium sized
entities), and the extended processing period of the express
delivery service during the outbreak and subsequent recovery
periods, the issuing time and related response period of audit
confirmations has been delayed. The recovery rate of the audit
confirmations distributed (especially for those to customers and
suppliers) is also expected to be lower than in previous years, as
a result, additional alternative procedures would be required, such
measures would also in return delay the overall audit
process.
The
Company’s 2019 audit schedule has been revised to reflect the
foregoing developments. The extension of time is necessary due to
unanticipated delays being experienced by the Company and its
auditors in completing the field work associated with the audit of
the Company’s financial statements and the Company’s completing its
Annual Report. Particularly, given that the auditor personnel has
been and continues to work remotely, and therefore has been unable
to visit various field locations to perform the work necessary to
complete the audit. Considering the lack of time for the
compilation, attesting and review of the information required to be
presented and the importance of markets and investors receiving
materially accurate information in the Annual Report, as of the
date of this filing, the Company expects to file the Annual Report
no later than 45 days after April 30, 2020.
Additional
Risk Factor
The
Company may incur significant delays and/or expenses relating to
the COVID-19 (coronavirus) outbreak in China and
beyond
Beginning in late 2019, there were reports of the COVID-19
(coronavirus) outbreak originating in China, prompting
government-imposed quarantines, cessation of certain travel and
business closures. Following this outbreak, in February 2020, the
Company temporarily shut down its Beijing offices. In March 2020,
the Company gradually resumed its operations, with most of its
personnel working remotely. The Company may incur significant
delays, reductions in revenue and increases in expenses relating to
such events outside of its control. In addition, the outbreak
precludes the Company personnel from visiting customers and
potential customers, which adversely affects the Company’s ability
to generate new revenue. Moreover, the Company expects that the
impact of the COVID-19 outbreak on the United States and world
economies will have a material adverse affect on the demand for its
services. Any and all of the foregoing could have a material
adverse impact on its business, operating results and financial
condition. Further, as we do not have access to a revolving credit
or similar facility, there can be no assurance that we would be
able to secure commercial financing in the future in the event that
we require additional capital. We currently believe that our
financial resources will be adequate to see us through the
outbreak. However, in the event that we do need to raise capital in
the future, the outbreak-related instability in the securities
markets could adversely affect our ability to raise additional
capital.
Special
Note Concerning Forward Looking Statements
This filing contains statements which constitute forward looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and other securities laws. These forward-looking
statements are based upon the Company’s present intent, beliefs or
expectations, including, among others, the Company’s estimates
relating to the completion of the 2019 audit and filing of the
Annual Report, its ability to sustain its operations without
disruptions or delays, but forward-looking statements are not
guaranteed to occur and may not occur for various reasons,
including some reasons which are beyond the Company’s control. You
should not place undue reliance upon the Company’s forward-looking
statements. Except as required by law, the Company undertakes no
obligation to revise or update any forward-looking statements in
order to reflect any event or circumstance that may arise after the
date of this Current Report.
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, hereunto duly authorized.
|
MMtec,
Inc. |
|
|
|
|
By: |
/s/
Zhen Fan |
|
|
Zhen
Fan, Chief Executive Officer |
Date:
April 20, 2020
3
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