Item 8.01 Other Events
Due to the outbreak of, and local, state and federal governmental responses to,
the COVID-19 coronavirus pandemic, U.S. Stem Cell Inc. (the "Company") is filing
this current report on Form 8-K to avail itself of an extension to file its
Annual Report on Form 10-K for the year ended December 31, 2019 (the "Annual
Report"), originally due on March 30, 2020. Specifically, the Company is relying
on an order issued by the Securities and Exchange Commission (the "SEC") on
March 25, 2020 (which extended and superseded a prior order issued on March 4,
2020), pursuant to Section 36 of the Securities Exchange Act of 1934, as amended
(Release No. 34-88465)(the "Order"), regarding exemptions granted to certain
public companies. The Order allows a registrant up to an additional 45 days
after the original due date of certain reports required to be filed with the SEC
if a registrant's ability to file such report timely is affected due to
COVID-19.
The Company's operations and business have experienced disruptions due to the
unprecedented conditions surrounding the COVID-19 pandemic spreading throughout
the United States and the world. As a result of the COVID-19 epidemic,
management's full efforts have been focused on operating its business and
evaluating available funding. Further, the Company has been following the
recommendations of local health authorities to minimize exposure risk for its
team members for the past several weeks, including the temporary closures of its
corporate offices and having team members work remotely. These disruptions
include, but are not limited to, the unavailability of key Company personnel
required to prepare the Company's financial statements for the year ended
December 31, 2019 due to suggested, and mandated, social quarantining and work
from home orders, including the capacity of our auditors to complete their audit
of year ended December 31, 2019. As a result, the Company's finance team will be
unable to complete the preparation of the Company's consolidated financial
statements and the Form 10-K until after the original deadline and the
permissible extension requesting in the Company's filing of Form 12b-25.
As such, the Company will be relying on the Order and will be making use of the
45-day grace period provided by the Order to delay filing of its Annual Report.
The Company plans to file its Annual Report by no later than May 14, 2020, 45
days after the original due date of its Annual Report.
The Company is supplementing its risk factors previously disclosed in the
Company's Annual Report on Form 10-K for the year ended December 31, 2018 with
the following risk factors:
An occurrence of an uncontrollable event such as the COVID-19 pandemic is likely
to negatively affect, and has to date negatively affected, our operations.
The occurrence of an uncontrollable event such as the COVID-19 pandemic is
likely to negatively affect our operations. A pandemic typically results in
social distancing, travel bans and quarantine, and the effects of, and response
to, the COVID-19 pandemic has limited access to our facilities, customers,
management, support staff and professional advisors. These, in turn, have not
only negatively impacted our operations, financial condition and demand for our
services, but our overall ability to react timely to mitigate the impact of this
event. We anticipate that our first quarter and second quarter 2020 financial
results, at a minimum, will be significantly negatively affected by COVID-19;
however, the full effect on our business and operation is currently unknown.
Cautionary Note Regarding 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 and 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 year ended December 31, 2018, 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, the demand for the Company's products or services,
global supply chains 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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