Current Report Filing (8-k)
March 30 2020 - 11:21AM
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
Kaya Holdings,
Inc.
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(Exact
name of registrant as specified in charter)
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Delaware
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333-177532
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90-0898007
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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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915
Middle River Drive, Suite 316,
Fort
Lauderdale, FL
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33304
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(Address of Principal
Executive Offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (954) 892-6911
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(Former
name or former address, if changed since last report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Company under any
of the following provisions:
☐
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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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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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).
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. ☐
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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None
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As used in this Current Report
on Form 8-K, and unless otherwise indicated, the terms “the Company,” “Kaya Holdings, Inc.,”
“we,” “us” and “our” refer to Kaya Holdings, Inc. and its subsidiaries.
Item 8.01 Other Events.
Kaya
Holdings makes the following disclosure pursuant to an order issued by the Securities and Exchange Commission (the
“SEC”) on March 4, 2020, as amended on March 25, 2020, providing conditional relief to public companies
that are unable to timely comply with their filing obligations as a result of the novel coronavirus (COVID-19) outbreak (the
“SEC Order”).
The current
outbreak of COVID-19 has posed a significant impact on the Company to file on a timely basis its Annual Report on Form 10-K for
the year ended December 31, 2019 (the “Annual Report”) that is due on March 30, 2020 (the “Original
Due Date”), and therefore the Company elected to rely on the conditional filing relief provided under the SEC Order.
The current
outbreak of COVID-19 in the United States, which has accelerated in the several weeks prior to the date of this report, has resulted
in the closing of our offices and has required our internal staff to work remotely. Moreover, similar social distancing
measures were taken by both our outside accountants and our independent registered public accounting firm in order to protect
the health of their employees. All of the foregoing has slowed the accounting and auditing work required to compile and audit
our financial statements for the year ended December 31, 2019 to be included the Annual Report. Accordingly, we have decided to
rely on the SEC Order and endeavor to file the Annual Report no later than May 14, 2020, or within 45 days after the Original
Due Date.
The adverse
public health developments and economic effects of the outbreak in the United States, which have become more severe in the weeks
prior to the date of this report, could adversely affect the Company’s customers and suppliers as a result of quarantines,
facility closures and logistics restrictions in connection with the outbreak. More broadly, the outbreak could potentially lead
to an economic downturn, which would likely decrease spending, adversely affect demand for our products and services and harm
our business, results of operations and financial condition. The Company cannot accurately predict the effect the Coronavirus
outbreak will have on the Company.
Certain
of the statements contained in this report should be considered forward-looking statements within the meaning of the Securities
Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified
by the use of forward-looking terminology such as “will,” “believes,” “expects,”
“endeavors” or similar expressions, involving known and unknown risks and uncertainties. Although the Company
believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks
and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking
statements, which speak only as of the date of this report. The Company's actual results could differ materially from those anticipated
in these forward-looking statements as a result of a variety of factors, including the risk factors discussed in the Company's
periodic reports that are filed with the SEC and available on the SEC's website (http://www.sec.gov). All forward-looking statements
attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other
than as required under the applicable securities laws, the Company does not assume a duty to update these forward-looking statements.
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.
Dated: March 27, 2020
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KAYA HOLDINGS, INC.
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By:
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/s/
Craig Frank
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Craig Frank,
Chief Executive Officer
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