Current Report Filing (8-k)
March 31 2020 - 6:16AM
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 30, 2020
GSRX
INDUSTRIES INC.
(Exact
name of registrant as specified in its charter)
Nevada
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333-141929
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14-1982491
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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Building
No. 3, P.E. 606, int. Jose Efron Ave.
Dorado,
Puerto Rico 00646
(Address
of principal executive offices) (zip code)
(214)
808-8649
(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 (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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Ticker
symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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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 [ ]
If
an emerging growth company, indicate by check mart 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 Other Events
GSRX
Industries Inc. (the “Company”) will be relying on the Securities and Exchange Commission’s Order under Section
36 of the Securities Exchange Act of 1934 Modifying Exemptions From Reporting and Proxy Delivery Requirements for Public Companies
dated March 25, 2020 (Release No. 34-88465) to delay the filing of its Annual Report on Form 10-K for the year ended December
31, 2019 (the “Report”) due to circumstances related to coronavirus, or COVID-19. The Company’s principal operating
and manufacturing facilities are located in the United States and most of its employees are residents of the United States. The
United States has been severely impacted by COVID-19 outbreak, resulting in authorities implementing numerous measures to try
to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and shutdowns. In particular,
our office staff members responsible for preparing and providing supporting materials and information to the third-party auditor
and the Company’s third-party accountants and tax professionals are located in the United States, and COVID-19 and the resulting
government measures have caused disruptions in the Company’s normal interactions with among such persons. Because of the
United States government-mandated quarantine, the Company’s staff and third-party audit personnel are now working remotely,
leading to a significant delay in the Company’s ability to provide relevant materials and other information to its third-party
audit personnel to complete the audit for the year ended December 31, 2019. The Company’s staff is in the process of providing
the requisite information and working together with the audit personnel to complete the audit, but the audit personnel will need
additional time to conduct their review and request any further information from the Company to complete the audit, which has
delayed the Company’s ability to file the Report prior to the due date. The Company expects to file the Report no later
than May 14, 2020 (which is 45 days from the Report’s original filing deadline of March 30, 2020).
In
light of the current COVID-19 pandemic, the Company will be including the following Risk Factor in its Report, as may be updated
to reflect subsequent events impacting the Company:
The
recent coronavirus outbreak may adversely affect our business.
In
December 2019, a strain of coronavirus was reported to have surfaced in Wuhan, China, and has reached multiple other countries,
resulting in government-imposed quarantines, travel restrictions and other public health safety measures in China, the U.S., Italy,
Israel and other affected countries. The continued outbreak and spreading of the coronavirus has and may continue to adversely
impact our business, as our operations are based in the United States which has been severely affected by the outbreak. The various
precautionary measures taken by many governmental authorities around the world in order to limit the spread of the coronavirus
has had and may continue to have an adverse effect on the global markets and global economy, including on the availability and
pricing of employees, resources, materials, manufacturing and delivery efforts and other aspects of the global economy. The financial
downturn has compelled us to furlough or reduce working hours for much of our operating staff, as well as third-party contractors,
and our clients may encounter cash-flow issues that will delay their payments to us. We also rely on third-party professionals
to provide services such as the preparation of our financial statements and to conduct audits, and many of these parties have
been affected by government-imposed precautionary measures, thereby delaying our receipt of these services. Therefore, the coronavirus
has and could continue to disrupt production and cause delays in the supply and delivery of our products, may continue to affect
our operation and disrupt the marketplace in which we operate and may have a material adverse effect on our operations. The extent
to which the coronavirus impacts our results will depend on future developments, which are highly uncertain and cannot be predicted,
including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus
or treat its impact, among others. The development of the coronavirus outbreak could materially disrupt our business and operations,
hamper our ability to raise additional funds or sell oor securities, continue to slow down the overall economy, curtail consumer
spending, interrupt our sources of supply, and make it hard to adequately staff our 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 hereunto duly authorized.
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GSRX
INDUSTRIES INC.
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Dated:
March 30, 2020
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By:
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/s/
Thomas Gingerich
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Name:
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Thomas
Gingerich
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Title:
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Chief
Financial Officer
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