UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 20-F/A
(Amendment No. 1)
 
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2019
 
OR
 
TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____________ to ____________
 
OR

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of event requiring this shell company report _____________
 
Commission file number 0-30820
 
TIKCRO TECHNOLOGIES LTD.
 (Exact name of Registrant as specified in its charter)
 
N/A
(Translation of Registrant’s name into English)
 
ISRAEL
(Jurisdiction of incorporation or organization)
 
38 Hanasi Weizmann, Hadera 3842247, Israel 
(Address of principal executive offices)
 
Aviv Boim, T: +972-4-671-5933, info@tikcro.com
38 Hanasi Weizmann, Hadera 3842247, Israel
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
 

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

Title of each class Name of each exchange on which registered
 None
 
             
Securities registered or to be registered pursuant to Section 12(g) of the Act:

Ordinary Shares, no par value
(Title of Class)
 
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None
(Title of Class)
 
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
 
9,878,861 Ordinary Shares, no 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

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.           

☐ 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definitions of “large accelerated filer,”  “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  ☒
IFRS as issued by the IASB  ☐
Other  ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐   Item 18 ☐
 
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).          

☒ Yes  ☐ No


Explanatory Note
 
We are filing this Amendment No. 1 on Form 20-F/A to amend our Annual Report on Form 20-F for the year ended December 31, 2019 (the “Form 20-F”), as filed with the Securities and Exchange Commission (“SEC”) on June 1, 2020 (the “Original Filing”), to include information required by the SEC order issued on March 25, 2020 (Release No. 34-88465) (the “SEC 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 outbreak.  This information is being added because it was not included in the Original Filing.
 
On April 28, 2020, we submitted with the SEC a Report on Form 6-K stating that we are relying on the SEC Order to extend the filing date of the Form 20-F and estimated that we will be able to file the Form 20-F on or about June 1, 2020, which is within the additional 45-day period from the original due date provided for in the SEC Order.
 
We were unable to file the Form 20-F by the original deadline of April 30, 2020, due to circumstances related to COVID-19. During the period of the preparation of the Form 20-F, we were following the guidelines of the Israeli government to minimize the risk of exposure of its team members to the novel coronavirus. As a result, the Company’s personnel, advisors and contractors were working remotely during this period, and we were unable to adequately coordinate and complete matters pertaining to the Form 20-F in a timely manner.
 
This Amendment No. 1 is not intended to update any other information presented in the Original Filing.


SIGNATURE
 
The registrant hereby certifies that it meets all of the requirements for filing on Form 20‑F/A and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
 
 
TIKCRO TECHNOLOGIES LTD.
 
       
 
By:
/s/ Aviv Boim
 
 
Aviv Boim
 
 
Chief Executive Officer
 

Date:  June 15, 2020



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