Item
8.01 Other Information
As
previously reported in the Current Report on Form 8-K filed by American International Holdings Corp. (the “Company”)
on March 26, 2020 (the “Prior Form 8-K”), the Company’s operations have experienced disruptions due to
the COVID-19 coronavirus outbreak. As reported in the Prior Form 8-K, the Company relied on an order issued by the Securities
and Exchange Commission (the “SEC”) on March 25, 2020 (which extended and superseded a prior order issued on
March 4, 2020), pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (Release No. 34-88465)(the “Order”),
in order to extend the original due date of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019
(the “Annual Report”) for up to an additional 45 days, due to the Company’s inability to timely file
such report due to COVID-19.
The
Company is filing this Current Report on Form 8-K to once again avail itself of the filing extension provided for by the Order.
Specifically, the Company is relying on the Order to obtain an extension of the filing date of its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2020 (the “Quarterly Report”), originally due on May 15, 2020.
The
Company’s operations and business have experienced disruptions due to the unprecedented conditions surrounding the COVID-19
pandemic spreading throughout the United States and the world. These disruptions include, but are not limited to: office closures
and the unavailability of key Company personnel required to prepare the Company’s financial statements for the quarter ended
March 31, 2020 due to suggested, and mandated, social quarantining and work from home orders. Such delays have been further exacerbated
by delays which occurred in connection with the preparation of the Annual Report, for the same reasons described above. The Company
has also been delayed in preparing the Quarterly Report due to delays in obtaining information from third parties who have similarly
been unavailable and/or have not had sufficient time to complete the items requested.
As
such, the Company will be relying on the Order and will be making use of the 45-day grace period provided by the Order to delay
filing of its Quarterly Report. The Company plans to file the Quarterly Report by no later than June 29, 2020, 45 days after the
original due date of its Quarterly Report.
The
Company is supplementing its risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2018 with the following risk factors:
The
COVID-19 pandemic has negatively affected, and is likely to continue to negatively affect, our operations, results of operations
and cash flow.
The
COVID-19 pandemic, and related social distancing requirements, travel bans, stay-at-home orders and closures have limited access
to our facilities and forced us to close our facilities until further notice. These, in turn, have not only negatively impacted
our operations, financial condition and demand for our services, but our overall ability to react timely to mitigate the impact
of this event. We anticipate that our first quarter and second quarter 2020 financial results, at a minimum, will be significantly
negatively affected by COVID-19; however, the full effect on our business and operation is currently unknown. The outbreak of
COVID-19 has caused significant disruptions to the Company’s ability to generate revenue and cash flows, and uncertainty
regarding the length of the disruption may adversely impact our ability to raise additional capital. The ultimate impact of the
COVID-19 pandemic on our business, results of operations, financial condition and cash flows will depend on our ability to have
sufficient liquidity until such time as our stores can again generate revenue capable of supporting our ongoing operations, all
of which remain highly uncertain at this time.
Furthermore,
we cannot predict how soon we will be able to reopen our stores and, as, our ability to reopen will depend in part on the actions
of a number of governmental bodies over which we have no control. Moreover, once restrictions are lifted, it is unclear how quickly
customers will return to our stores, which may be a function of continued concerns over safety and/or depressed consumer sentiment
due to adverse economic conditions, including job losses.
Our
business may suffer from the severity or longevity of the Coronavirus/COVID-19 Global Outbreak
The
demand for our services relies upon, among other things, (a) customers being able to, and being willing to, visit our health,
wellness and beauty medical spas and our ability to keep our medical spas open for business, and (b) our ability to perform construction
services for construction clients. The inability due to state and local social distancing orders, or unwillingness of, individuals
to congregate in large groups, visit retail business or travel outside of their homes will, and has to date, had a negative effect
on our operations. Additionally, government mandated ‘stay-at-home’ and similar orders have to date, and may in the
future, prevent us from staffing our spas and construction services, and prohibited us from operating altogether. Loss of available
employees due to health concerns in the future may also limit our ability to operate. Economic recessions, including those brought
on by the COVID-19 outbreak may have a negative effect on the demand for our services and our operating results. We have also
experienced delays due to the COVID-19 outbreak in receiving products and supplies which we need to operate. All of the above
may be exacerbated in the future as the COVID-19 outbreak and the governmental responses thereto continues. All of the above may
in the future cause, and have to date caused, a material adverse effect on our operating results.
Cautionary
Note Regarding Forward-Looking Statements
Certain
of the statements contained in this report should be considered forward-looking statements. These forward-looking statements may
be identified by words such as “may,” “will,” “expect,” “intend,”
“anticipate,” “believe,” “estimate,” “plan,” “project,”
“could,” “should,” “would,” “continue,” “seek,”
“target,” “guidance,” “outlook,” “if current trends continue,”
“optimistic,” “forecast” and other similar words. Such statements include, but are not limited
to, statements about the Company’s plans, objectives, expectations, intentions, estimates and strategies for the future,
and other statements that are not historical facts. These forward-looking statements are based on the Company’s current
objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results
and financial position and timing of certain events to differ materially from the information in the forward-looking statements.
These risks and uncertainties include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2018 (especially in Part I, Item 1A. Risk Factors and Part II, Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations), and other risks and uncertainties listed from time to time in
the Company’s other filings with the SEC. There may be other factors of which the Company is not currently aware that may
affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed.
In addition, there is uncertainty about the spread of the COVID-19 virus and the impact it may have on the Company’s operations,
the demand for the Company’s products or services, global supply chains and economic activity in general. The Company does
not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in
assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking
statements speak only as of the date hereof or as of the dates indicated in the statement.