ITEM 8.01 Other Events.
In December 2019, a novel strain of coronavirus was reported to have surfaced in
Wuhan, China, which has and is continuing to spread throughout the world,
including the United States. On January 30, 2020, the World Health Organization
(the "WHO") declared the outbreak of coronavirus disease 2019 ("COVID-19") a
"Public Health Emergency of International Concern", and on March 11, 2020, the
WHO characterized the outbreak as a "pandemic".
J.E.M. Capital, Inc. (the "Company") is filing this Current Report on Form 8-K
to avail itself of an extension to file its Quarterly Report on Form 10-Q for
the three months ended March 31, 2020 (the "Quarterly Report"), originally due
on May 15, 2020, in reliance on an order issued by the Securities and Exchange
Commission (the "SEC") on March 25, 2020 pursuant to Section 36 of the
Securities Exchange Act of 1934, as amended (Release No. 34-88465) (the
"Order"), granting an extension to certain public companies that are impacted by
COVID-19 to file their annual reports and quarterly reports.
The Company has been following the recommendations of public health authorities
and has taken steps to minimize its officers' exposure to COVID-19, which has
disrupted its normal interactions with its accounting personnel, auditors and
others involved in the preparation of the First Quarter 10-Q. As a result, the
Company's books and records are not easily accessible, resulting in delays in
the preparation and review of the Company's unaudited condensed consolidated
financial statements and the Quarterly Report.
As such, the Company will be relying upon the 45-day extension provided by the
SEC's Order to delay the filing of its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2020 (the "First Quarter 10-Q") due to circumstances
related to COVID-19. Notwithstanding the foregoing, the Company expects to file
the First Quarter 10-Q no later than June 29, 2020 (which is 45 days after the
First Quarter 10-Q's original filing deadline of May 15, 2020). If the First
Quarter 10-Q is filed by June 29, 2020, it will be deemed timely filed by the
SEC.
Forward-Looking Statements
Certain of the statements contained in this report should be considered
forward-looking statements. These forward-looking statements may be identified
by words such as "may", "will", "expect", "intend", "anticipate", "believe",
"estimate", "plan", "project", "could", "should", "would", "continue", "seek",
"target", "guidance", "outlook", "if current trends continue", "optimistic",
"forecast" and other similar words. Such statements include, but are not limited
to, statements about the Company's plans, objectives, expectations, intentions,
estimates, and strategies for the future, and other statements that are not
historical facts. These forward-looking statements are based on the Company's
current objectives, beliefs, and expectations, and they are subject to
significant risks and uncertainties that may cause actual results, financial
position, and timing of certain events to differ materially from the information
in the forward-looking statements. These risks and uncertainties include, but
are not limited to, those set forth in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2019, and other risks and uncertainties
listed from time to time in the Company's other filings with the SEC. There may
be other factors of which the Company is not currently aware that may affect
matters discussed in the forward-looking statements and may also cause actual
results to differ materially from those discussed. In addition, there is
uncertainty about the spread of the COVID-19 virus and the impact it may have on
the Company's operations and economic activity in general. The Company does not
assume any obligation to publicly update or supplement any forward-looking
statement to reflect actual results, changes in assumptions, or changes in other
factors affecting these forward-looking statements other than as required by
law. Any forward-looking statements speak only as of the date hereof or as of
the dates indicated in the statement.
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