Current Report Filing (8-k)
May 11 2020 - 8:36AM
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):
May 11, 2020
Samsara
Luggage, Inc.
(Exact Name of Registrant as Specified in
Its Charter)
Nevada
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000-54649
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26-0299456
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(State of incorporation)
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(Commission File Number)
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(IRS Employer No.)
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One University Plaza
Suite 505
Hackensack, NJ 07601
(Address of principal executive offices
and Zip Code)
(855)-256-7477
(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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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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Trading Symbol(s)
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Name of each exchange on which registered
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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.
Samsara Luggage, Inc. (the “Company”)
has determined that due to circumstances and uncertainty surrounding the effects of the outbreak of the coronavirus (COVID-19)
on the Company as described below, the Company will delay the filing of its quarterly report on Form 10-Q for the fiscal quarter
ended March 31, 2020 (the “Quarterly Report”) by up to 45 days in accordance with the SEC’s March 25, 2020 Order
(Release No. 34-88465) (the “Order”). The Order allows for the delay of certain filings required under the Securities
and Exchange Act of 1934, as amended.
The Company’s operations and business
have experienced disruptions due to the unprecedented conditions surrounding the spread of COVID-19 throughout the United States
and the rest of the world. These disruptions include office closure and the non-availability of key Company personnel required
to prepare the Quarterly Report due to suggested, and mandated, social quarantining and work from home orders. Due to these disruptions,
the Company is unable to timely prepare and review its financial statements and Quarterly Report. The Company anticipates that
it will file its Quarterly Report by no later than June 29, 2020, 45 days after the original due date of its Quarterly Report.
In addition, the Company will be supplementing
the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 with
the following risk factor, subject to adjustments reflecting any change in circumstances as of the filing date:
“Our financial performance and operating results may
be materially and adversely affected by the outbreak of the novel coronavirus (“COVID-19”).
The recent global outbreak of COVID-19 has
had an unfavorable impact on our business operations. The COVID-19 pandemic has caused disruptions in the manufacture and supply
of our products and materials, many of which are sourced in China. In addition, the COVID-19 pandemic has resulted in many states
imposing orders resulting in the closure of non-essential businesses – including retailers which may sell our products –
and restrictions on movement that prevent our personnel and third party service providers from performing their tasks and consumers
from accessing points of sale for our products. In addition, increased pressure on online retail channels may delay the delivery
of online purchases of our products. Furthermore, the COVID-19 pandemic has severely disrupted the travel industry, which is likely
to reduce demand for smart-luggage products. We cannot foresee whether the outbreak of COVID-19 will be effectively contained,
nor can we predict the severity and duration of its impact on our business and our financial results. If the outbreak of COVID-19
is not effectively and timely controlled, our business operations, financial condition, and liquidity may be materially and adversely
affected as a result of prolonged disruptions in our supply chain and distribution facilities, a slowdown in consumer spending,
a lack of demand for our products, and other factors that we cannot foresee. The extent to which COVID-19 will impact our business
and our financial results will depend on future developments which are highly uncertain and cannot be predicted.”
Forward-Looking
Statements:
Certain matters discussed
in this Current Report on Form 8-K may be forward-looking statements. Such matters involve risks and uncertainties that may
cause actual results to differ materially, from those included in the forward-looking statements, including, without limitation,
changes in economic conditions; general competitive factors; the Company's success in obtaining new customers; the Company's ability
to execute its business model and strategic plans; the Company's success in integrating acquired entities and assets, and all the
risks and related information described from time to time in the Company's filings with the Securities and Exchange Commission
("SEC"), including the financial statements and related information contained in the Company's Annual Report on Form
10-K and interim Quarterly Reports on Form 10-Q. These risks and uncertainties include potential risks and uncertainties
relating to the ultimate geographic spread of COVID-19, the severity of the disease, the duration of the COVID-19 outbreak, actions
that may be taken by governmental authorities to contain the COVID-19 outbreak or to treat its impact, the potential negative impacts
of COVID-19 on the global economy and foreign sourcing, and the impacts of COVID-19 on the Company's financial condition and business
operations. As a result, our actual results or performance may be materially different from those expressed or implied by
these forward-looking statements The Company assumes no obligation 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.
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SAMSARA LUGGAGE, iNC.
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By
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/s/ Atara Dzikowski
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Name:
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Atara Dzikowski
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Title:
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Chief Executive Officer
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Date: May 11, 2020
2
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