Amended Annual Report (10-k/a)
19 May 2020 - 5:01AM
Edgar (US Regulatory)
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
[ ]
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 000-55976
OZOP
SURGICAL CORP.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
3841
(Primary
Standard Industrial
Classification
Number)
|
|
35-2540672
(IRS
Employer
Identification
Number)
|
31
Sandfort Lane
Warwick,
NY 10990
(845)
544-5112
|
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
|
Securities
registered under Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value
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 Section 15(d) of the Act. Yes [X]
No [ ]
Indicate
by check mark whether the issuer (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 has 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 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 [X]
No [ ]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) 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. [X]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
|
|
|
Non-accelerated
filer[ ] (Do not check if a smaller reporting company)
|
Smaller
reporting company [X]
Emerging
growth company [X]
|
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]
State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter (June 30, 2019) $1,047,888.
The
number of shares outstanding of the registrant’s $0.001 par value Common Stock as of May 11, 2020, is 257,026,917 shares.
EXPLANATORY
NOTE
Reason
for this Amendment
Ozop
Surgical Corp.(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 (the “Original 10-K”), as originally filed with the Securities
and Exchange Commission (the “SEC”) on May 14, 2020, solely to disclose that the Company had filed the Original 10-K
after the March 30, 2020 deadline in reliance on the 45-day extension provided by an order issued by the SEC pursuant to Section
36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (Release No. 34-88465 dated March 25, 2020)
(the “Order”) to delay the filing of the Annual Report due to circumstances related to the coronavirus pandemic
(“COVID-19”). On March 27, 2020, the Company filed a Current Report on Form 8-K stating that it is relying on
the Order to delay the filing of the Report by up to 45 days due to circumstances related to the COVID-19 pandemic. Specifically:
(i) The Company is based in New York. New York was the epicenters of the coronavirus outbreaks in the United States and the Governor
of New York had ordered all residents to stay at home excepting only essential travel; (ii) Separately, some of the Company’s
professionals are located in South Florida, one of the epicenters of the coronavirus outbreaks
in the United States; (iii) Lastly, the Company’s independent auditors are located in New Jersey, another one
of the epicenters of the coronavirus outbreaks in the United States, and has staff with limited access to their offices
which affected the timely completion of the annual audit.
These
disruptions have resulted in limited access to the Company’s facilities and have interfered with management’s ability
to work with its independent accountants, professional advisors and support staff in order to complete the Company’s financial
statements and related disclosures that will be included in the Company’s Form 10-K.
In
accordance with Rule 12b-15 under the Exchange Act, the Company is including in this Amendment certifications from its principal
executive officer and principal financial officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act as exhibits
to this Amendment. Because no financial statements have been included in this Amendment and this Amendment does not contain or
amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been
omitted. Similarly, we are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial
statements are being filed with this Amendment.
Except
as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original 10-K. Furthermore,
this Amendment does not change any previously reported financial results nor does it reflect events occurring after the filing
of the Original 10-K. This Amendment should be read in conjunction with the Original 10-K and with the Company’s other filings
made with the SEC subsequent to the filing of the Original 10-K.
ITEM
15.
|
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
|
Financial
Statement Schedules
None.
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