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):
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March 30, 2020
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PREMIER BIOMEDICAL, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-54563
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27-2635666
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(State
or other
jurisdiction
of incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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(814) 786-8849
(Registrant’s
telephone number, including area code)
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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 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.
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Premier Biomedical, Inc.
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Dated:
March 30, 2020
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/s/
William Hartman
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By:
William Hartman
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Its: Chief
Executive Officer
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