ITEM 8.01 Other Events.
Application
for a 45-days extension of the filing deadline of the Form 10-K and Form 10-Q.
On March 4, 2020, the U.S. Securities and Exchange Commission
(the "SEC") 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. On March 25, 2020, the order was modified and superseded by a new
SEC order (Release No. 34-88465), which provides conditional relief to public
companies that are unable to timely comply with their filing obligations as a
result of the novel Coronavirus ("COVID- 19") outbreak (the "SEC Order"). The
SEC 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 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, if the following conditions are satisfied.
(a) The registrant or any person required to make any filings
with respect to such a registrant is unable to meet a filing deadline due to
circumstances related to COVID-19;
(b) Any registrant relying on this Order furnishes to the
Commission a Form 8-K or, if eligible, a Form 6 by the later of March 16 or the
original filing deadline of the report stating:
(1) that it is relying on this Order;
(2) a brief description of the reasons why it could not file
such report, schedule or form on a timely basis;
(3) the estimated date by which the report, schedule, or form
is expected to be filed;
(4) a company specific risk factor or factors explaining the
impact, if material, of COVID-19 on its business; and
(5) if the reason the subject report cannot be filed timely
relates to the inability of any person, other than the registrant, to furnish
any required opinion, report or certification, the Form 8-K or Form 6-K shall
have attached as an exhibit a statement signed by such person stating the
specific reasons why such person is unable to furnish the required opinion,
report or certification on or before the date such report must be filed.
(c) The registrant or any person required to make any filings
with respect to such a registrant files with the Commission any report,
schedule, or form required to be filed no later than 45 days after the original
due date; and
(d) In any report, schedule or form filed by the applicable
deadline pursuant to paragraph (c) above, the registrant or any person required
to make any filings with respect to such a registrant must disclose that it is
relying on this Order and state the reasons why it could not file such report,
schedule or form on a timely basis.
On March 11, 2020, the Company took the decision that its
employees will commence working from home so as to reduce the spread of
COVID-19. The spread of Coronavirus related illness, such as COVID-19, within
the offices of the Company or among its key employees, notwithstanding
work-from-home arrangements, could severely impair the operational capabilities
of the Company resulting in harm to the Company's business and its operating
results.
The COVID-19 restrictions particularly in Israel, caused the
Company significant disruptions in the following areas, 1) limited access to the
Company's facilities and 2) the stay at home orders, all of which is resulting
in limited support from our staff and professional advisors. This has, in turn,
delayed the Company's ability to obtain all of the necessary financial records
that it needs to permit the Company to prepare and complete its 2019 annual and
the first quarter of fiscal 2020 quarterly report in a timely manner.
Accordingly, in reliance upon the Order dated March 4, 2020,
Release No. 34-88465, supplemented by Release No. 34-88465 dated March 25, 2020,
the Company filed its 2019 Annual Report on Form 10-K on April 22, 2020, which
was within the 45 day extension period from the original filing deadline of
March 30, 2020.
In addition, the Company expects to file it first quarter of
fiscal 2020 Quarterly Report on Form 10-Q within the
45-day extension period from the original filing deadline of May 15, 2020.
Accordingly, the Company discloses, in this report, that it
is relying on the Order for purposes of filing the 2019 Form 10-K and first
quarter Form 10-Q.
Risk Factor: Our business may
suffer from the severity or longevity of the Coronavirus/COVID-19 Global
Outbreak.
In March 2020 the World Health Organization declared
Coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which
has continued to spread, and any related adverse public health developments, has
adversely affected workforces, economies, and financial markets globally,
potentially leading to an economic downturn. It has also disrupted the normal
operations of many businesses, including the Company's. In early March 2020, the
Company employees commenced working from home and commenced social distancing.
This has reduced the support from our staff and our professional advisors. This
outbreak could decrease spending, adversely affect demand for the Company's
product and harm the Company's business and results of operations. It is not
possible for the Company to predict the duration or magnitude of the adverse
results of the outbreak and its effects on the Company's business or results of
operations at this time.