Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
[X]
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2019
OR
[ ]
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from_____________ to
_____________.
Commission file number
000-54563
Premier Biomedical, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction of
incorporation or organization)
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27-2635666
(I.R.S. Employer
Identification No.)
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P.O. Box 25
Jackson Center, PA
(Address of principal executive offices)
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16133
(Zip Code)
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Registrant’s telephone number,
including area code (724) 633-7033
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Name of
each exchange on which registered
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None
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None
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Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock, par value $0.00001
(Title
of class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [__] No [ X
]
Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes [__] No [ X
]
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [ X ] No [__]
Indicate
by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
Yes [ X ] No [__]
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company, or emerging growth company. See definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act. (Check one):
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Large
accelerated filer [__]
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Accelerated
filer [__]
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Non-accelerated filer
[__]
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Smaller
reporting company [ X ]
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Emerging
growth company [__]
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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.
[__]
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act). Yes [__] No [ X ]
The
aggregate market value of 9,547,573 shares of common stock held by
non-affiliates as of May 13, 2019, using the closing price of the
common stock on June 28, 2019 (the last business day of the most
recently completed second fiscal quarter) was approximately
$143,214.
On May 13, 2020, there were 999,980,958
shares of common stock, par value
$0.00001, issued and outstanding.
Documents Incorporated by Reference
None.
EXPLANATORY NOTE
Premier
Biomedical, Inc. is filing this Amendment No. 1 on Form 10-K/A to
amended its Annual Report on Form 10-K for the year ended December
31, 2019, which was originally filed with the Securities and
Exchange Commission on May 15, 2020. We are filing this Amendment
to provide specific disclosure regarding our reliance on Release
No. 34-88465 and the impact of COVID-19.
Except
as set forth herein, no other changes are made to the Form 10-K.
The Form 10-K continues to speak as of May 14, 2020. Unless
expressly stated, this Amendment does not reflect events occurring
after May 14, 2020.
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
were 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
relied 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 45 days after the original due date.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
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Premier Biomedical, Inc.
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Dated:
May 28, 2020
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/s/
David Caplan
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By:
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David
Caplan
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Its:
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President
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