Item 8.01Other Events.
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the order was modified and superseded by a new SEC order (Release No. 34-88465),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 certain
conditions are satisfied.
Validian Corporation (the "Company") is relying on the SEC Order in light of the
circumstances and uncertainty surrounding the effects of the coronavirus disease
2019 (COVID-19) pandemic, and is delaying the filing of its Annual Report on
Form 10-K for the year ended December 31, 2019 (the "Annual Report") by up to 45
days. In particular, the Company's operations are primarily located in Ottawa,
Canada, which has imposed a continuing nationwide lockdown, isolation and
quarantine to address the COVID-19 pandemic. As a consequence, the Company's
head office is very thinly staffed, and the Company's accounting personnel, who
are generally working remotely, have only limited access to the Company's
financial records. In addition, the COVID-19 outbreak has made collection of
data slower and more difficult. Management is therefore currently unable to
timely prepare and review the Annual Report or to determine COVID-19's impact on
the Company's financial statements for the 2019 fiscal year. The Company will
file its Annual Report by no later than May 14, 2020, which is 45 days after the
original due date of its Annual Report.
In addition, the Company is supplementing the risk factors previously disclosed
in the Company's Annual Report on Form 10-K for the year ended December 31, 2018
and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form
8-K, with the following risk factor:
The Company is a development stage company and ongoing development and testing
could be delayed if the personnel responsible for development and testing are
isolated, quarantined or ill due to COVID-19. The COVID-19 outbreak may also
create downward pressure on the demand for the software and technology products
in which we transact our business, but we may not be able to fully assess the
effects of the outbreak on our business at this time.
The Company provides cyber security middleware that builds, deploys and manages
Trusted Distributed Applications on centralized or decentralized networks, to
seal off the application and data therein from threats posed by malicious
parties. The coronavirus disease 2019 (COVID-19) outbreak may depress demand, as
the organizations, which buy cyber security products, have been severely and
adversely impacted by the outbreak. Moreover, our visibility on the particular
effects of the COVID-19 outbreak on our business is limited, as information
regarding the extent and progression of the outbreak, and the extent of its
impact on our business, is currently lacking.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements that are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements relate to expectations or forecasts for
future events, including, without limitation, our future financial or business
performance or strategies, results of operations or financial condition. Actual
results may differ materially from those in the forward-looking statements as a
result of a number of factors. In addition to those risks described from time to
time in our filings with the Securities and Exchange Commission and other
similar risks, the forward-looking statements in this Form 8-K are subject to
the uncertainties regarding the duration, spread and effects of COVID-19, and
its economic, financial and market consequences generally and on our business in
particular. We do not undertake any obligation to update forward-looking
statements to reflect events or circumstances after the date they were made,
whether as a result of new information, future events or otherwise, except as
may be required under applicable securities laws.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses