SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 27, 2020
XYNOMIC PHARMACEUTICALS HOLDINGS, INC.
(Exact name of registrant as specified in its
|(State or other jurisdiction
||(Commission File Number)
|Suite 3306, K. Wah Centre, 1010 Middle Huaihai Road,
|(Address of principal executive offices)
Registrant’s telephone number including
area code: +86 21 54180212
Bison Capital Acquisition Corp.
(Former name or former address, if changed since
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 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. ☐
Securities registered pursuant to Section 12(b)
of the Act:
|Title of each class
||Name of each exchange|
on which registered
Item 8.01 Other Events.
March 4, 2020, pursuant to Section 36 of the Securities Exchange Act of 1934, the Securities and Exchange Commission (“SEC”)
issued Order Release No. 34-88318 (the “Order”) granting exemptions to registrants subject to the reporting
requirements of the Exchange Act Section 13(a) or 15(d) due to circumstances related to the coronavirus disease 2019
to the Order, Xynomic Pharmaceuticals Holdings, Inc. (the “Company”) states the following:
is relying on the SEC Order dated March 4, 2020.|
to circumstances related to COVID-19, the Company is relying on the Order with respect to the Company’s Form 10-K (“Form
10-K”) for the fiscal year ended December 31, 2019. Absent the Order, the Form 10-K is due on March 30, 2020.
Company is unable to file the Form 10-K on a timely basis due to travel restriction, quarantines and staffing issues as a
result of COVID-19. |
ongoing outbreak of the COVID-19 was first reported on December 31, 2019 in City of Wuhan, Hubei, China and was recognized
as a pandemic by the World Health Organization (WHO) on March 11, 2020. Efforts to prevent the virus spreading include travel
restrictions, quarantines, curfews, event postponements and cancellations, and facility closures. These include a quarantine of
Hubei, curfew measures elsewhere in China, and national travel restrictions. On late March, Chinese Premier Li Keqiang reported
that spread of domestically transmitted epidemic has been basically blocked and the outbreak has been controlled in China. As
a result, some of the government restrictions and quarantines abovementioned have relaxed in certain areas, including Shanghai.
January 31, 2020, a public health emergency was declared in the United States with travel restrictions placed on entry for travelers
from China. On March 13, 2020, a national emergency was further declared in the United States. On March 19, 2020, the governor
of California issued a statewide stay-at-home order to help combat the spread of the COVID-19. As of late March 2020, more than
4 hundred thousand cases of COVID-19 have been reported in more than 190 countries and territories.
Company’s headquarters and operations are located in Shanghai and Beijing, China and City of San Diego, California, U.S..
In each operation location, the Company has been following the measurements implemented by the local governments. The Company
has suspended all business that required travel or gathering since January 23, 2020. Given that the outbreak has been gradually
controlled in China, the Company, following the guidance released by Shanghai government, have resumed the business in the office
and R&D center located in Shanghai on February 10, 2020. An aggregate of 17 employees have gone back to work. The Company
is taking pro-active measures to help protect its employees by implementing body-temperature tests and face mask wearing requirement.
Company’s offices located in Beijing and City of San Diego, however, have been shut down since Chinese New Year and the
outbreak in the State of California respectively as required by local governments. An aggregate of 11 employees are currently
required to work from home and unable to perform certain duties that need to conducted onsite
actions taken by the local governments and the Company have adversely impacted the daily operations of the Company and its ability
to complete its financial data by on or before March 30, 2020. As a result, the Company is unable to timely file the Form 10-K
by March 30, 2020.
intends to file the Form 10-K on or before May 14, 2020 as permitted with the additional 45 day relief granted by the SEC.|
business operations could be adversely affected by the continued outbreak of COVID-19.|
Company’s business operations could be adversely affected by the effects of a widespread outbreak of contagious disease,
including the recent outbreak of respiratory illness caused by a novel coronavirus known as COVID-19 which
was first identified in the City of Wuhan, Hubei, China. The Company’s corporate headquarters and operations are located
in Shanghai and Beijing, China and City of San Diego, California, U.S., where any outbreak of contagious diseases and other adverse
public health developments could be materially adverse on the Company’s business operations. In response to the highly contagious
and sometimes fatal coronavirus inflicting thousands of people in China and the United States, the local government
has imposed travel restrictions and quarantines/stay-at-home order to help control the spread of COVID-19.
the Company primarily engages in the business of developing innovative small molecule drug candidates for the treatment of cancer
in humans, the outbreak of COVID-19 has significantly slowed down our research and studies due to the shortage of medical resources.
Since clinical and medical resources are currently occupied by the tests and treatments of COVID-19, all clinical trial sites
have reduced the acceptance of clinical trial patients. Patients with chronic diseases, such as lymphoma, have been advised to
avoid visits to hospitals. Therefore, patient recruitment for our drug candidate has been slowed down. In addition, the Contracted
Research Organizations (“CROs”) we engaged require regular onsite visit to monitor and inspect the status of the clinical
trials and collect medical feedbacks. The breakout of COVID-19 has caused a significant decrease in CROs onsite visits and most
of our researchers are currently working remotely to reduce the exposure to the contagious illness.
that the outbreak has been gradually controlled in China, Company’s Shanghai office and R&D center have resumed business
since February 2020. However, if the COVID-19 continues to spread in the United States, the federal and state governments
may impose additional measures further restricting travel within and outside of the United States and also impose the regions
under mandatory quarantine. Similarly, the continued spread of COVID-19 globally could further adversely impact the
Company’s operations and could have an adverse impact on the Company’s business and financial results.
reason the Form 10-K cannot be filed timely does not relate to the inability of any person, other than the Company, to furnish
any required opinion, report, or certification.|
of the statements contained in this report should be considered forward-looking statements within the meaning of U.S. federal
securities laws. Such forward-looking statements include, but are not limited to, statements regarding the audit of the financial
statements of the Company and the filing of the Annual Report on Form 10-K, as well as the Company’s expectations, hopes,
beliefs, intentions, plans, prospects or strategies regarding the future revenues and the business plans of its management team.
Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In
addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including
any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intends,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean
that a statement is not forward-looking. The forward-looking statements contained in this report are based on certain assumptions
and analyses made by the management of the Company in light of their respective experience and perception of historical trends,
current conditions and expected future developments and their potential effects on the Company as well as other factors they believe
are appropriate in the circumstances. There can be no assurance that future developments affecting the Company will be those anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties)
or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by
these forward-looking statements, including the mix of services utilized by the Company’s suppliers and collaborators, that
the Company will have sufficient capital to operate as anticipated, and the impact that the novel coronavirus and the
illness, COVID-19, that it causes, as well as governmental responses to deal with the spread of this illness, may have on
the Company’s operations, the demand for the Company’s products, global supply chains and economic activity in general.
Should one or more of these risks or uncertainties materialize, or should any of the assumptions being made prove incorrect, actual
results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as
may be required under applicable securities laws.
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Jinwei Coco Kou|
||Jinwei Coco Kou|