UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Form 10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
☐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: 001-37513
TMSR HOLDING COMPANY LIMITED
(Exact name of registrant as specified in its charter)
| Nevada | 47-3709051 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
180 Qingnian West Road, Hongqiao Building West, 4th Floor | 226001 | |
| (Address of principal executive offices) | (Zip Code) |
Issuer’s telephone number:+86 0513-8912-3630
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Name of Each Exchange on Which Registered: | |
| Common Stock, par value $0.0001 per share | The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
Warrants, each to purchase one-half of one share of Common Stock
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 ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
| 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 Exchange Act). Yes ☐ No ☒
As of June 28, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock outstanding held by non-affiliates of the registrant, computed by reference to the closing sales price for the common stock of $1.49, as reported on the Nasdaq Capital Market, was approximately $15 million.
As of April 17, 2020, there were 28,514,520 shares of common stock, par value $0.0001 per share, of the registrant issued and outstanding.
EXPLANATORY NOTE
TMSR Company Holding Limited (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, originally filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2020 (the “Annual Report”).
The Registrant is filing this Amendment to include those disclosures required by the SEC’s March 4, 2020 Order (Release No. 34-88318), as modified on March 25, 2020 (Release No. 34-88465). The Amendment, is not intended to reflect events that may have occurred subsequent to the original filing date of the Annual Report.
As previously reported on the current report on Form 8-K filed on March 30, 2020, the Company was unable to file its Annual Report by the original deadline of March 30, 2020, due to circumstances related to the COVID-19 pandemic. The Company followed the restrictive measures implemented in China, by suspending operation and having employees work remotely during February and March 2020. The Company gradually resumed operation and production starting in April 2020. Such restrictive measures caused a delay in the entry time of the on-site audit by the Company’s independent public accountant. In addition, the offices of WWC. P.C., the independent public accounting firm of the Company, is located in one of the epicenters of the coronavirus outbreak in the United States. As a result, the Company experienced a delay in the preparation, audit and completion of the Company’s financial statements for the Annual Report.
EXHIBIT INDEX
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| May 14, 2020 | TMSR Holding Company Limited | |
| By: | /s/ Yimin Jin | |
Name: Yimin Jin Title: Chief Executive Officer | ||
| By: | /s/ Yi Li | |
Name: Yi Li Title: Chief Financial Officer and Secretary |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Position | Date | ||
| /s/ Yimin Jin | Chief Executive Officer and | May 14, 2020 | ||
| Yimin Jin | Co-Chairman of the Board of Directors | |||
(Principal Executive Officer) | ||||
| /s/ Wei Xu | Co-Chairman of the Board of Directors | May 14, 2020 | ||
| Wei Xu | ||||
| /s/ Qihai Wang | Director | May 14, 2020 | ||
| Qihai Wang | ||||
| /s/ Yi Li | Chief Financial Officer and Secretary | May 14, 2020 | ||
| Yi Li | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Manli Long | Director | May 14, 2020 | ||
| Manli Long | ||||
| /s/ Mingyue Cai | Director | May 14, 2020 | ||
| Mingyue Cai | ||||
| /s/ Min Zhu | Director | May 14, 2020 | ||
| Min Zhu | ||||
| /s/ Mingze Yin | Director | May 14, 2020 | ||
| Mingze Yin |
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