UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

March 30, 2020

Date of Report (date of earliest event reported)

_________________

ROKK3R INC.

(Exact name of Registrant as specified in its charter)

_________________

Nevada

000-28453

75-2610236

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

2121 NW 2nd Avenue #203, Miami, FL 33127

(Address of principal executive offices)

(305) 259-6637

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None.	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01 Other Events.

Rokk3r, Inc. (the “Company”) will be relying on the Securities and Exchange Commission’s Order under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Granting Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder dated March 4, 2020 (Release No. 34-88318) (the “Order”) to delay the filing of its Annual Report on Form 10-K for the year ended December 31, 2019 (the “Form 10-K”) due to circumstances related to the coronavirus pandemic (“COVID-19”).

COVID-19 has caused severe disruptions in transportation and limited access to the Company’s facilities resulting in limited support from its staff and professional advisors. In addition, beginning March 12, 2020, the Company requested that all employees begin working remotely until further notice. Company employees affected by these developments include the key personnel responsible for finalizing the preparation of the Company’s financial statements and interfacing with its external auditors.

As a result, the Company is unable to file a timely and accurate Form 10-K for its year ended December 31, 2019 by the prescribed date without undue hardship and expense to the Company. In reliance upon the Order, subject to completion of the Company’s contemplated “going private” transaction as described in the Company’s Preliminary Information Statement on Schedule 14C, filed March 17, 2020, the Company expects to file its Form 10-K no later than May 14, 2020 (which is 45 days from the 2019 10-K’s original filing deadline of March 30, 2020).

SIGNATURES

Pursuant to the requirements 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.

	ROKK3R INC.

Date: March 30, 2020	By:	/s/ Nabyl Charania
	Name:	Nabyl Charania
	Title:	Chief Executive Officer

Rokk3r Inc. 8-K