Item 8.01 Other Events.
On March 4, 2020, the U.S. Securities and Exchange Commission (the "Commission")
issued an order under Section 36 (Release No. 34-88318) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), granting exemptions from
specified provisions of the Exchange Act and certain rules thereunder (the
"Order"). The Order provides that a registrant subject to the reporting
requirements of Exchange Act Section 13(a) or 15(d), and any person required to
make any filings with respect to such a registrant, is exempt from any
requirement to file or furnish materials with the Commission under Exchange Act
Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A,
Regulation 13D-G (except for those provisions mandating the filing of Schedule
13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules
13f-1, and 14f-1, as applicable, where certain conditions are satisfied.
Kiwa Bio-Tech Products Group Corporation (the "Company") originally filed a Form
8-K regarding the coronavirus' potential impact on its business and its ability
to timely file its Form 10-K Annual Report for the period ended December 31,
2019. We are furnishing this Amended Current Report on Form 8-K/A to indicate
our reliance on the Order in connection with the Company's Annual Report on Form
10-K for the year ended December 31, 2019 as a result of the circumstances set
forth below.
As previously announced in its Form 8-K filed on March 8, 2020, the preparation
of the Company's Annual Report including financial statements and completion of
the auditing process has been delayed by Chinese Government-imposed quarantines,
office closings and travel restrictions which affect both the Company's and its
service provider's personnel. Specifically, the Company has significant
operations in the city of Yangling, Shaanxi Province, China. Due to concerns
related to the spread of the Coronavirus, the entire city of Yangling has been
locked down by the Government of China since January 25, 2020. All of the
Company's employees in this area have been required by the Government to stay at
home until further notice, subject to the containment of the Coronavirus. Banks
in the area are not engaged in normal operations and specific bank reporting
required to complete the Company's audit cannot be obtained at this time. In
compliance with the Government's health emergency rules in place, the Company's
building has been temporarily closed since January 19, 2020 and people are not
allowed to enter the office and to access certain of the Company's business
records located in it. Due to Government-imposed quarantines, office closings
and travel restrictions affecting the Company's personnel and service providers,
the Company's accounting department has been unable to process certain of its
accounting records and receipts required to complete the audit of the Company's
financial statements.
These unforeseen circumstances have resulted in the Company being unable to
timely file an accurate Annual Report on Form 10-K for its year-ended December
31, 2019 by the prescribed date without undue hardship and expense to the
Company. Accordingly, in reliance upon the Order, the Company expects to file
its Annual Report on Form 10-K no later than 45 days after the due date of
filing of March 30, 2020, unless the COVID-19 circumstances do not change and
cause a further delay, in which case we will file for an additional extension
and amendment to this Current Report on Form 8-K.
The Company is supplementing the risk factors previously disclosed in the
Company's Annual Report on Form 10-K for the year ended December 31, 2018 and
its subsequent Quarterly Reports on Form 10-Q with the following risk factor:
We do not yet know the extent we could be affected by the Coronavirus (COVID-19)
pandemic
In December 2019, an outbreak of a novel strain of coronavirus (COVID-19)
originated in Wuhan, China, and has since spread to a number of other countries,
including the United States. On March 11, 2020, the World Health Organization
characterized COVID-19 as a pandemic. In addition, as of this time, several
states in the United States have declared states of emergency, and several
countries around the world, including the United States, have taken steps to
restrict travel. Our operations are principally located in China, which has
taken action to regulate the flow of labor and products and impede the travel of
personnel, may impact our ability to conduct normal business operations, which
could adversely affect our results of operations and liquidity. Disruptions to
our supply chain and business operations, or to our suppliers' or customers'
supply chains and business operations, could include disruptions from the
closure of supplier and manufacturer facilities, interruptions in the supply of
raw materials and components, personnel absences, or restrictions on the
shipment of our or our suppliers' or customers' products, any of which could
have adverse ripple effects on our manufacturing output and delivery schedule.
If a critical number of our employees become too ill to work, or we are not able
to access a sufficient quantity of our inventory for shipment due to enforced
office closures, our production ability could be materially adversely affected
in a rapid manner. Similarly, if our customers experience adverse business
consequences due to COVID-19, or any other, pandemic, demand for our products
could also be materially adversely affected in a rapid manner. Global health
concerns, such as COVID-19, could also result in social, economic, and labor
instability in the countries and localities in which we or our suppliers and
customers operate. Any of these uncertainties could have a material adverse
effect on our business, financial condition or results of operations.
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