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
 
PREMIER BIOMEDICAL, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
000-54563
27-2635666
 (State or other jurisdiction of incorporation)
 (Commission File Number)
 (I.R.S. Employer Identification No.)
 
(814) 786-8849
(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:
 
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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.  [_]
 


 
Section 8 – Other Events
 
Item 8.01    Other Events.
 
Inability to file Annual Report on Form 10-K for the year ended December 31, 2019 in a timely manner due to circumstances related to COVID-19 global pandemic.
 
We are unable to file our 2019 Annual Report on Form 10-K by the original deadline of March 30, 2020 due to circumstances related to the global impact of COVID-19. Our key personnel have been distracted by other priorities associated with workplace closures, school closures, and stay at home orders. Our work efficiencies have been negatively impacted.
 
We are relying on the SEC order dated March 25, 2020 (Release No. 34-88465, which supersedes the SEC’s order dated March 4, 2020 (Release No. 34-88318) to extend the due date for the filing of our Form 10-K until May 14, 2020 (45 days after the original due date). We will work diligently to comply with such requirement, and, at this time, management believes that it may need the entire available extension period.
 
Additional risk factor disclosure
 
The following is a risk factor applicable to us relating to the global COVID-19 pandemic.
 
We rely on professionals all over the United States, which is impacted by the global pandemic, causing our resources to be affected. Our business operations have been and may continue to be materially and adversely affected by the COVID-19 pandemic.
 
An outbreak of respiratory illness caused by COVID-19 emerged in Wuhan city, Hubei province, PRC, in late 2019 and has been expanding globally. COVID-19 is considered to be highly contagious and poses a serious public health threat.
 
Restrictive measures have been imposed in major cities in the USA, including Los Angeles, New York, and Las Vegas, and throughout the world in an effort to contain the COVID-19 outbreak. The World Health Organization (the “WHO”) is closely monitoring and evaluating the situation. On March 11, 2020, the WHO declared the outbreak of COVID-19 a pandemic, expanding its assessment of the threat beyond the global health emergency it had announced in January. Any outbreak of such epidemic illness or other adverse public health developments in the USA or elsewhere in the world may materially and adversely affect the global economy, our markets and our business.
 
In the first quarter of 2020, the COVID-19 outbreak has caused disruptions in our operations, which have resulted in delays on existing projects. A prolonged disruption or any further unforeseen delay in our operations could continue to result in increased costs and reduced revenue.
 
We cannot foresee whether the outbreak of COVID-19 will be effectively contained, nor can we predict the severity and duration of its impact. If the outbreak of COVID-19 is not effectively and timely controlled, our business operations and financial condition may be materially and adversely affected as a result of the deteriorating market outlook for sales, the slowdown in regional and national economic growth, weakened liquidity and financial condition of our customers and vendors or other factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment, cause uncertainties, cause our business to suffer in ways that we cannot predict and materially and adversely impact our business, financial condition and results of 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.
 
 
Premier Biomedical, Inc.
 
 
 
 
Dated: March 30, 2020
/s/ William Hartman
 
By: William Hartman
 
Its: Chief Executive Officer
 
 
 
 
 
                                                                
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