Item 8.01 Other Events.

PotNetwork Holdings, Inc. (the "Company") will be relying on the Securities and Exchange Commission's Order under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder dated March 25, 2020 (Release No. 34-88465) (the "Order") to delay the filing of its Annual Report on Form 10-K for the year ended December 31, 2019 (the "2019 10-K") due to the circumstances related to COVID-19. In particular, COVID-19 has caused disruptions in the daily operations of our accounting function, causing delays with our interactions with our auditors. Therefore, the Company's ability to complete its audit and file the 2019 10-K prior to its due date is delayed. Notwithstanding the foregoing, the Company expects to file the 2019 10-K no later than May 14, 2020 (which is 45 days from the 2019 10-K's original filing deadline of March 30, 2020).

In light of the current COVID-19 pandemic, the Company will be including the following Risk Factor in its 2019 10-K, as may be updated to reflect subsequent events impacting the Company:

We are unable to predict the impact of COVID-19 on our company

There is substantial uncertainty as to the effects of the coronavirus pandemic on our business, results of operations and financial condition. The coronavirus pandemic has caused interruptions in our normal business activity, causing many of our staff to work from home for an indeterminate period of time, and has slowed deliveries of product and components both to us and our customers as the result of related disruptions in our supply chain and among our delivery services.






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