Item 8.01 Other Events.
COVID-19 and FORM 10-Q
Due to the guidelines established by
federal, state and local governments limiting physical contact and promoting social distancing as result of the global outbreak
of the COVID-19 virus, the Registrant has evaluated its ongoing effort to prepare and file its Quarterly Report on Form 10-Q for
the quarter ended March 31, 2020. This evaluation has led to the conclusion that the Registrant expects to be unable to compile
and review certain information required in order to permit the Registrant to file a timely and accurate Quarterly Report on Form
10-Q for the three months ended March 31, 2020, by the prescribed date without unreasonable effort or expense due to circumstances
related to COVID-19.
Accordingly, the Registrant has decided
to rely on the SEC Order and endeavor to file the Quarterly Report no later than June 29, 2020, or within 45 days after the original
due date. The reason the Form 10-Q cannot be filed timely does not relate to the inability of any person, other than the Registrant,
to furnish any required opinion, report, or certification.
Social distancing measures have been
taken by both the Registrant’s outside accountants and its independent registered public accounting firm in order to protect
the health of their employees. Further, travel restrictions have delayed certain inventory audit procedures and other items required
for the annual audit and the quarterly review. All of the foregoing has slowed the accounting and auditing work required to compile
and audit the Registrant’s financial statements for the year ended December 31, 2019 and the review of the financial statements
for the three months ended March 31, 2020 to be included the Quarterly Report.
The Registrant is monitoring current
conditions to determine a timeline to complete the inventory verification, audit and review of its financial statements for both
the year ended December 31, 2019 and the three months ended March 31, 2020.
On March 25, 2020, the Securities and
Exchange Commission (the “SEC”) issued an Order under Section 36 (Release No. 34-88465) of the Securities Exchange
Act of 1934 (“Exchange Act”) granting exemptions from specified provisions of the Exchange Act and certain rules thereunder
(the “Order”). The Order provides that a registrant (as defined in Exchange Act Rule 12b-2) subject to the reporting
requirements of Exchange Act Section 13(a) or 15(d), and any person required to make any flings with respect to such a registrant,
is exempt from any requirement to file or furnish materials with the Commission under Exchange Act Sections 13(a), 13(f), 13(g),
14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G (except for those provisions mandating the fling of Schedule 13D
or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable, where certain conditions
are satisfied.
The Registrant is relying on this Order
for filing of this Form 8-K on May 14, 2020, the original filing deadline of the quarterly report, and expects to file its Quarterly
Report on Form 10-Q approximately 45 days after May 14, 2020.
Forward-Looking Statements
This Current Report on Form 8-K (“Current
Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”) and Section 21E of the Exchange Act as they relate to the COVID-19 pandemic. These forward-looking
statements are not historical facts but rather are based on current expectations, estimates and projections. The Registrant may
use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,”
“foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking
statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other
factors, some of which are beyond its control, are difficult to predict and could cause actual results to differ materially from
those expressed or forecasted. These risks and uncertainties include the following:
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The impact of COVID-19 on the Registrant’s future operating results;
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The impact of COVID-19 on the Registrant’s business prospects;
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The impact of COVID-19 on the Registrant’s contractual arrangements and relationships with
third parties;
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The impact of COVID-19 on the Registrant’s possible financings;
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The ability of the Registrant to continue business operations as an essential business;
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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 Current Report, could adversely affect the Registrant’s
operations as a result of quarantines, facility closures and logistics restrictions in connection with the outbreak;
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More broadly, the outbreak could potentially lead to an economic downturn, which may adversely
affect the Registrant’s business, results of operations and financial condition; and
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the adequacy of the Registrant’s cash resources and working capital.
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Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in
these forward-looking statements, and the Registrant’s business, results of operations, financial condition and cash flows
may be materially and adversely affected. Given these risks and uncertainties, investors should not place undue reliance on forward-looking
statements as a prediction of actual results. Except to the extent required by applicable law or rules, the Registrant undertakes
no obligation and does not intend to update, revise or otherwise publicly release any revisions to its forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events.