UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): June 12, 2020
FREEDOM HOLDING CORP.
(Exact
name of registrant as specified in its charter)
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Nevada
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001-33034
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30-0233726
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(State
or other jurisdiction of incorporation)
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Commission
File Number)
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(IRS
Employer Identification No.)
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77/7 Al Farabi Ave., “Esentai Tower” BC, Floor 7,
Almaty, Kazakhstan 050040
(Address
of principal executive offices) (Zip Code)
+7 727 311 10 64
(Registrant’s
telephone number, including area code)
N/A
(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities
registered under Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
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FRHC
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The Nasdaq Capital Market
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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, indicated 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
The
Securities and Exchange Commission (the “Commission”)
has issued an Order under Section 36 of the Securities Act of 1934,
as amended, entitled Modifying Exemptions From the Reporting and
Proxy Delivery Requirements for Public Companies, dated March 25,
2020 (Release No. 34-88465) (the “Order”), 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”) pandemic.
Due
to the outbreak of the COVID-19 pandemic, Freedom Holding Corp.,
(the “Company”, “we”, “us” or
“our”) is filing this Current Report on Form 8-K to
report that it is availing itself of the Order and postponing the
filing of its Annual Report on Form 10-K for the year ended March
31, 2020 (the “Annual Report”). As a result of the
pandemic, each country in which we operate instituted some form of
quarantine, stay at home or remote work order, social distancing
guidelines, travel and/or other restrictions. This has delayed the
ability of certain of our subsidiaries to access their books and
records and other information necessary to timely complete our
financial statements and perform the internal review processes
relating to our Annual Report. Travel restrictions also constrained
the ability of our auditors to travel to our offices. This has led
to delays in timely providing all necessary documentation to our
auditors so they can audit our financial statements and controls.
The COVID-19 related precautionary measures have also caused delays
in our interactions with our legal advisors and others who assist
us in preparing the periodic reports we file with the Commission.
These factors have delayed our ability to complete our Annual
Report in a timely manner.
We
expect to file our Annual Report within 45 days of the original due
date of June 14, 2020.
In
light of the evolving nature of the COVID-19 pandemic, we are
supplementing the risk factors previously disclosed in “Item
1A. Risk Factors” of our Annual Report on Form 10-K for the
year ended March 31, 2019 with the following risk factor, which
should be read in conjunction with the other risk factors presented
in our Annual Report for the year ended March 31,
2019.
The outbreak of the COVID-19 pandemic has impacted and will
likely continue to impact the global economy, global financial
markets and our business which may have a material adverse effect
on our business, financial condition and results of
operations.
In
March 2020, the World Health Organization recognized the outbreak
of a novel strain of coronavirus, COVID-19, as a pandemic. The
pandemic has affected every country in which we operate. In
response to the pandemic, governments and societies have taken
measures to contain the spread of the COVID-19 pandemic, including
temporary closures of businesses; social distancing; travel
restrictions; “shelter in place” and other governmental
regulations; which have caused significant volatility in the
financial markets and general economic conditions. These measures
have negatively impacted businesses, market participants and the
global economy and could continue to do so for a prolonged period
of time.
In
response to local COVID-19 related restrictions, a significant
percentage of our employees have transitioned to working remotely.
For those functions that cannot be performed remotely, we have
implemented a number of measures to maintain the health and safety
of our employees and customers, including reducing the hours our
bank branch offices are open, meeting with customers only by
appointment, limiting customer interaction to functions that cannot
be performed remotely, limiting non-essential travel, cancelling
in-person work-related meetings, and temperature screening.
Widespread illness or long-term continuation of such measures could
negatively impact our business.
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As a
result of the COVID-19 pandemic the vast majority of our employees,
including those who process our transactions are working remotely.
We have implemented risk management and contingency plans and taken
other precautions designed to address cyber security, but there is
no guarantee such measures will adequately protect our business, as
remote working environments may be less secure and more susceptible
to hacking attacks. Cyber incidents can result from deliberate
attacks or unintentional events. Despite our security measures, our
IT systems and infrastructure or those of third parties we work
with may be vulnerable to such cyber incidents. The result of these
incidents could include, but are not limited to, disrupted
operations, misstated or misappropriated financial data, theft of
our intellectual property or other confidential information
(including of our customers and employees), liability for stolen
assets or information, increased cyber security protection costs
and reputational damage adversely affecting customer or investor
confidence. We have incurred, and in the future may incur,
additional costs to implement security measures we feel are
appropriate to protect our IT systems.
The
COVID-19 measures did not go into effect in most countries where we
operate until the latter part of March 2020. As a result, we do not
believe they had a significant adverse impact on our financial
condition and results of operations during the period ended March
31, 2020. At this time, we cannot predict the ultimate scope,
severity or duration of the outbreak or its effects on, among other
things, global, national or local economies, capital and credit
markets, our workforce and customers, or our business, financial
condition, liquidity and results of operations.
Special Note About Forward-Looking Statements
Certain
information included herein contains statements that may be
considered forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and are based on
management’s current expectations. These forward-looking
statements can be identified by the use of forward-looking
terminology such as “anticipate,”
“believe,” “estimate,”
“expect,” “intend,” “plan,”
“project,” “potential,” and similar
expressions, including the negatives of these terms. Because
forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks, and changes in circumstances that
are difficult to predict and many of which are outside of our
control, including, among others, the duration and severity of the
COVID-19 pandemic and its impact on our results of operations,
financial condition, liquidity, prospects, growth, and, strategies,
the impact of COVID-19 on the financial services industry and the
customers we serve, actions that may be taken by governmental
authorities to contain COVID-19 additional outbreaks or treat their
impacts, the potential negative impacts of COVID-19 on the global
economy, as well as the local economies in which we operate, the
impacts in the world financial markets, and other specific risk
factors disclosed in our prior filings with the Commission. We
believe that all forward-looking statements are based on reasonable
assumptions when made; however, we caution that it is impossible to
predict actual results or outcomes or the effects of risks,
uncertainties, or other factors on anticipated results or outcomes
and that, accordingly, one should not place undue reliance on these
statements. We undertake no obligation to update these statements
in light of subsequent events or developments. Actual results may
differ materially from anticipated results or outcomes discussed in
any forward-looking statement.
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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 hereunto duly authorized.
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FREEDOM HOLDING
CORP.
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Date: June 12,
2020
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By:
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/s/ Timur Turlov
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Timur Turlov
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Chief Executive
Officer
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