Current Report Filing (8-k)
April 23 2020 - 1:19PM
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): April 23, 2020 (April 14, 2020)
Infinity
Energy Resources, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-17204
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20-3126427
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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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11900
College Blvd., Suite 310, Overland Park, KS 66210
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (913) 948-9512
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 exchange on which registered
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Common
Stock, $0.0001 par value
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IFNY
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Over-the-Counter
QB Tier Market
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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 (§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 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 OTHER EVENTS
Infinity
Energy Resources, Inc. (the “Company”) will be further delayed in the filing of its Annual Report on Form 10-K for
the year ended December 31, 2019 (the “Report”) due to the circumstances related to COVID-19. The Company previously
timely filed Form 12b-25, Notification of Late Filing to extend the due date of its Annual Report on Form 10-K to April 14, 2020
and believed that it would be in a position to file its Report in the time required by Form 12b-25. However, COVID-19 has caused
severe disruptions in Company operations including limited access to and support from its staff and professional advisors. This
has, in turn, delayed the Company’s ability to complete its audit and prepare the Report. Notwithstanding the foregoing,
the Company expects to file the Report no later than May 29, 2020 (which is 45 days from the Report’s extended filing deadline
of April 14, 2020). In light of the current COVID-19 pandemic, the Company will be including the following Disclosures
in its Report:
COVID – 19 Pandemic
The financial statements contained in this
Report as well as the description of our business contained herein, unless otherwise indicated, principally reflect the status
of our business and the results of our operations as of December 31, 2019. Since that date, economies throughout the world have
been severely disrupted by the effects of the quarantines, business closures and the reluctance of individuals to leave their
homes as a result of the outbreak of the coronavirus (COVID-19) and this may limit access to our management, support staff and
professional advisors. In particular, the oil and gas market has been severely impacted by the negative effects of the coronavirus
because of the substantial and abrupt decrease in the demand for oil and gas globally. In addition, the capital markets have been
disrupted and our efforts to raise necessary capital will likely be adversely impacted by the outbreak of the virus and we cannot
forecast with any certainty when the disruptions caused by it will cease to impact our business and the results of our operations.
In reading this report on Form 10-K, including our discussion of our ability to continue as a going concern set forth herein,
in each case, consider the additional uncertainties caused by the outbreak of COVID-19. These factors may not only impact
our operations, financial condition and our ability to raise capital to support our operations but our overall ability
to react timely to mitigate the impact of this event. Furthermore, it may hamper our efforts to comply with our filing
obligations with the Securities and Exchange Commission.
Because
the Company did not file an 8-K in order to rely on the Securities and Exchange Commission’s Order under Section 36 of the
Securities Exchange Act of 1934 Granting Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder
dated March 4, 2020 (Release No. 34-88318) (the “Order”) to extend its due date for 45 days, without further modification
of that Order or an appeal directly to the Commission, the Company’s Report may not be considered timely. The Company is
and will use all available resources to file its Report as expeditiously as it is able under the circumstances.
Item
9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
None
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.
Date:
April 23, 2020
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Infinity
Energy Resources, Inc.
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By:
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/s/
Stanton E. Ross
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Name:
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Stanton
E. Ross
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Title:
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Chairman,
President and Chief Executive Officer
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