Item 7.01 Regulation FD Disclosure.
Omphalos, Corp. (the "Company") is providing the following update on the filing
of its Form 10-Q for the quarter ended March 31, 2020 (the "10-Q"). As a result
of the global outbreak of the COVID-19 pandemic, the Company is relying on the
Order (as defined below) and filing this Current Report on Form 8-K to announce
its intention to file the 10-Q on June 29, rather than May 15, 2020, the
deadline for non-accelerated filers such as the Company. This delay is
necessitated by the additional time required by our workforce, who have been
largely working remotely during the COVID-19 pandemic, to complete the processes
necessary for our internal controls and preparation of our financial statements.
The Company had initially planned to avail itself of the five day filing
extension provided by Rule 12b-25 under the Exchange Act to file the 10-Q, but
the Company now believes that it will not be able to file the 10-Q by the
prescribed date, taking into account the extension normally available under Rule
12b-25 under the Exchange Act, without unreasonable effort or expense.
On March 4, 2020 the Securities and Exchange Commission (the "Commission")
issued an Order (Release No. 34-88318) under Section 36 of the 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
Item 8.01 Other Events.
The Company is supplementing the risk factors previously disclosed in its most
recent periodic reports filed under the Exchange Act with the following risk
Unfavorable global economic conditions, including as a result of health and
safety concerns, could adversely affect our business, financial condition or
results of operations.
Our results of operations could be adversely affected by general conditions in
the global economy, including conditions that are outside of our control, such
as the impact of health and safety concerns from the outbreak of COVID-19. The
outbreak in China has resulted in the temporary closures of factories as
mandated by the provincial governments in various provinces of China from late
January to March, which has adversely affected our ability to supply equipment,
services and related products to our customers. Due to the Chinese factories'
shutdowns and traffic restrictions during the outbreak in China and potential
shutdowns and traffic restrictions in the countries where our suppliers are
located, our supply chain and business operations of our suppliers may be
affected. 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,
could have adverse ripple effects on our manufacturing output and delivery
schedule. We also face difficulties in collecting our accounts receivables due
to the effects of COVID-19 on our customers and risk gaining a large amount of
bad debt. 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.
Although China has already begun to recover from the outbreak of COVID-19, the
epidemic continues to spread on a global scale and there is the risk of the
epidemic returning to China in the future, thereby causing further business
interruption. While the potential economic impact brought by and the duration of
COVID-19 may be difficult to assess or predict, a widespread pandemic could
result in significant disruption of global financial markets, reducing our
ability to access capital, which could in the future negatively affect our
liquidity. In addition, a recession or market correction resulting from the
spread of COVID-19 could materially affect our business and the value of our
common stock. If our future sales continue to decline significantly, we may risk
facing bankruptcy due to our recurring fixed expenses. The extent to which
COVID-19 impacts our results will depend on many factors and future
developments, including new information about COVID-19 and any new government
regulations which may emerge to contain the virus, among others.
Statements in this Current Report on Form 8-K are "forward-looking statements"
as the term is defined under applicable securities laws. These statements
include the anticipated timing of the filing of Company's quarterly and annual
statements under the Exchange Act; the expected impact of the COVID-19 virus
outbreak on the Company's financial reporting capabilities and its operations
generally and the potential impact of such virus on the Company's customers,
distribution partners, advertisers and production facilities and other third
parties. These and other forward-looking statements are subject to risks,
uncertainties and other factors that could cause actual results to differ
materially from those statements. Such risks and uncertainties are, in many
instances, beyond the Company's control. Forward-looking statements, which are
presented as of the date of this filing, will not be updated to reflect events
or circumstances after the date of this statement except as required by law.
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