UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____________ to _____________.
Commission file number 000-54563
Premier Biomedical, Inc.
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization) | 27-2635666 (I.R.S. Employer Identification No.) |
P.O. Box 25 Jackson Center, PA (Address of principal executive offices) | 16133 (Zip Code) |
Registrant’s telephone number, including area code (724) 633-7033
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| None | None |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.00001
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [__] No [ X ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [__] No [ X ]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [__]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes [ X ] No [__]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer [__] | Accelerated filer [__] |
| Non-accelerated filer [__] | Smaller reporting company [ X ] |
| Emerging growth company [__] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [__]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [__] No [ X ]
The aggregate market value of 9,547,573 shares of common stock held by non-affiliates as of May 13, 2019, using the closing price of the common stock on June 28, 2019 (the last business day of the most recently completed second fiscal quarter) was approximately $143,214.
On May 13, 2020, there were 999,980,958 shares of common stock, par value $0.00001, issued and outstanding.
Documents Incorporated by Reference
None.
EXPLANATORY NOTE
Premier Biomedical, Inc. is filing this Amendment No. 1 on Form 10-K/A to amended its Annual Report on Form 10-K for the year ended December 31, 2019, which was originally filed with the Securities and Exchange Commission on May 15, 2020. We are filing this Amendment to provide specific disclosure regarding our reliance on Release No. 34-88465 and the impact of COVID-19.
Except as set forth herein, no other changes are made to the Form 10-K. The Form 10-K continues to speak as of May 14, 2020. Unless expressly stated, this Amendment does not reflect events occurring after May 14, 2020.
Inability to file Annual Report on Form 10-K for the year ended December 31, 2019 in a timely manner due to circumstances related to COVID-19 global pandemic.
We were unable to file our 2019 Annual Report on Form 10-K by the original deadline of March 30, 2020 due to circumstances related to the global impact of COVID-19. Our key personnel have been distracted by other priorities associated with workplace closures, school closures, and stay at home orders. Our work efficiencies have been negatively impacted.
We relied on the SEC order dated March 25, 2020 (Release No. 34-88465, which supersedes the SEC’s order dated March 4, 2020 (Release No. 34-88318) to extend the due date for the filing of our Form 10-K until 45 days after the original due date.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Premier Biomedical, Inc. | ||
| Dated: May 28, 2020 | /s/ David Caplan | |
| By: | David Caplan | |
| Its: | President | |