Current Report Filing (8-k)
March 27 2020 - 4:43PM
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): March 27, 2020
ALPHA-EN
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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001-12885
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95-4622429
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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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28
Wells Avenue, 2nd Floor, Yonkers, New York
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(Address
of Principal Executive Offices)
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(914)
418-2000
(Registrant’s
Telephone Number, Including Area Code)
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, par value $0.01 per share
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ALPE
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OTC
Markets
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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):
[ ]
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule
405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240. 12b-2).
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Emerging
growth company[ ]
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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. [ ]
Item
8.01
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Other
Information.
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Relying
on Order for Reporting Relief
On
March 4, 2020, the Securities and Exchange Commission (“SEC”) issued an order (the “Order”) under the
Exchange Act of 1934 (the “Exchange Act”) extending the deadlines for filing certain reports made under the Exchange
Act, including annual reports on Form 10-K, for registrants subject to the reporting obligations under the Exchange Act that have
been particularly impacted by the coronavirus disease 2019 (“COVID-19”) and which reports have filing deadlines between
March 1 and April 30, 2020. Alpha-En Corporation (the “Company”) is relying on the Order with respect to its Annual
Report on Form 10-K for the year ended December 31, 2019 which was due to be filed with the SEC on or before March 30, 2020.
The
Company is relying on the Order due to the reduction in staff, suspension of in-person operations at headquarters and lab facility
in Yonkers, New York, and other financial and operational concerns associated with or caused by COVID-19. The Company’s
business operations are contracted in the greater New York city area, which is currently on “lock-down” orders or
“shelter in place” recommendations, 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 from its operations 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.
The Company anticipates that it will be able to file its Annual Report on Form 10-K for the year ended December 31, 2019 on or
before May 14, 2020.
COVID-19
Risk Factor
The
Company is supplementing the risk factors previously disclosed in its most recent periodic reports filed under the Securities
Exchange Act of 1934 with the following risk factor:
Our
financial and operating performance is adversely affected by the coronavirus pandemic.
The
recent outbreak of a strain of coronavirus (COVID-19) in the U.S. has had an unfavorable impact on our business operations. Mandatory
closures of businesses, imposed by the federal, state and local governments to control the spread of the virus has resulted in
an extended closure of our headquarters and lab facility in Yonkers, New York, which implemented a 75% staff reduction on March
16, 2020 and closed entirely on March 23, 2020, disrupting the operations of our management, business and finance teams. If our
headquarters and lab facility are not able to continue operations for an extended period, we cannot assure you that we will continue
to have sufficient resources or liquidity to operate our business or that we will be able to continue to advance our technology
for the production of highly-pure lithium, or continue our efforts to commercialize such technology. In addition, the COVID-19
outbreak has adversely affected the U.S. economy and financial markets, which may result in a long-term economic downturn that
could negatively affect future demand for our technology or our ability to commercialize products based on that technology. The
extent to which COVID-19 will impact our business and our consolidated financial results will depend on future developments which
are highly uncertain and cannot be predicted at the time of the filing of this Form 8-K, but is expected to result in a material
adverse impact on our business, results of operations and financial condition.
SIGNATURE
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.
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ALPHA-EN
CORPORATION
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(Registrant)
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Date:
March 27, 2020
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By:
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/s/
Sam Pitroda
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Name:
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Sam
Pitroda
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Title:
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Chief
Executive Officer
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