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 29,
2020
Solitron
Devices, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-04978
|
22-1684144
|
|
(State or other
jurisdiction of
incorporation)
|
(Commission File
Number)
|
(IRS
Employer Identification
No.)
|
|
3301
Electronics Way, West Palm Beach, Florida
|
33407
|
|
(Address of
principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code (561) 848-4311
N/A
(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):
☐
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))
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class
|
|
|
Trading
Symbol(s)
|
|
Name of
each exchange on which registered
|
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.
Solitron Devices, Inc. (the "Company") previously planned to file
its Annual Report on Form 10-K for the fiscal year ended February
29, 2020 (the "Annual Report") by May 29, 2020, however, the
Company will be delaying the filing of its Annual Report due to
circumstances related to the outbreak of the novel coronavirus,
COVID-19. The Company is relying on the order (the "Order")
promulgated by the Securities and Exchange Commission (the "SEC")
on March 25, 2020 (which extended and superseded a prior order
issued on March 4, 2020), pursuant to Section 36 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (Release No.
34-88465) which allows for the delay of certain filings required
under the Exchange Act. In reliance upon the Order, the Company
expects to file its Annual Report no later than July 13, 2020,
which is 45 days after the original due date of the Annual
Report.
The Company is unable to timely file its Annual Report due to
COVID-19 related disruptions impeding its employees’
ability to complete the Company's financial statements and respond
to data requests from its auditors and impeding the auditor's
ability to conduct and complete their audit procedures. The Company
is relying on the Order to afford its employees the additional
time, amid the COVID-19 pandemic, to provide accurate and fully
reviewed information for the Annual Report and to afford its
auditors the additional time, amid the COVID-19 pandemic, to
conduct and complete their audit procedures.
The
Company is supplementing the risk factors previously disclosed in
the Company’s prior SEC filings with the following risk
factor:
The COVID-19 pandemic may have a material adverse effect on our
business, cash flows and results of operations.
On
January 30, 2020, the World Health Organization (“WHO”)
declared a global emergency due to the COVID-19 pandemic, on March
11, 2020 the WHO declared COVID-19 a pandemic, and on March 13,
2020, the United States declared a national emergency with respect
to COVID-19. The outbreak has resulted in significant governmental
measures being implemented to control the spread of COVID-19,
including, among others, restrictions on travel, business
operations and the movement of people in many regions of the world
in which the Company operates, and the imposition of
shelter-in-place or similarly restrictive work-from-home orders. As
an essential business, the Company was not subject to most of the
aforementioned restrictions (other than implementing travel
restrictions on its employees) and other than the audit-related
impacts noted above has experienced minimal impact from COVID-19 to
date.
The
COVID-19 pandemic and its potential effects on the Company’s
business in its fiscal 2021 year remain dynamic, and the broader
implications for its business and results of operations could
change. These implications could include disruptions or
restrictions on the Company’s ability to source, manufacture
or distribute its products, including temporary disruptions to the
facilities of its suppliers globally. Additionally, multiple
countries have imposed and may further impose restrictions on
business operations and movement of people and products to limit
the spread of COVID-19. Delays in production or delivery of
components or raw materials that are part of the Company’s
global supply chain due to restrictions imposed to limit the spread
of COVID-19 could delay or inhibit its ability to obtain the supply
of components and finished goods. If COVID-19 becomes more
prevalent in the locations where the Company, its customers or
suppliers conduct business, or the Company experiences disruptions
in its operations, the Company may experience constrained supply or
curtailed demand that may materially adversely impact its business
and results of operations. The COVID-19 pandemic and its global
economic impact may also impact the timing or amount of government
appropriations and could lead to our government customers or their
prime contractors requesting delays, price renegotiations or
contract terminations. In addition, any other widespread health
crisis that could adversely affect global and regional economies,
financial markets and overall demand environment for the Company's
products could have a material adverse effect on the
Company’s business, cash flows or 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.
|
|
SOLITRON
DEVICES, INC.
|
|
|
|
|
|
|
|
|
Date: May 29,
2020
|
By:
|
/s/ Tim
Eriksen
|
|
|
|
|
Tim
Eriksen
|
|
|
|
|
Chief Executive
Officer and Interim Chief Financial Officer
|
|