UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): March ~~September~~ 27, ~~2019~~2020

XYNOMIC PHARMACEUTICALS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38120		83-4696467
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Suite 3306, K. Wah Centre, 1010 Middle Huaihai Road, Shanghai, China		200031
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number including area code: +86 21 54180212

Bison Capital Acquisition Corp.

(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:

	☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A

~~DISCLAIMER~~Item 8.01 Other Events.

~~THIS REPORT AND THE EXHIBITS HERETO~~On ~~ARE~~March ~~NOT~~4, ~~A PROSPECTUS OR A SOLICITATION OF A PROXY~~2020, ~~CONSENT~~pursuant ORto ~~AUTHORIZATION~~Section ~~WITH~~36 ~~RESPECT~~of TOthe ~~ANY~~Securities ~~SECURITIES~~Exchange ORAct INof ~~RESPECT OF THE PROPOSED TRANSACTION. THIS INVESTOR PRESENTATION SHALL ALSO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES~~1934, ~~NOR~~the ~~SHALL~~Securities ~~THERE~~and BEExchange ~~ANY~~Commission ~~SALE OF SECURITIES IN ANY STATES OR JURISDICTIONS IN WHICH SUCH OFFER, SOLICITATION~~(“SEC”) ORissued ~~SALE~~Order ~~WOULD~~Release BENo. ~~UNLAWFUL~~34-88318 ~~PRIOR~~(the TO“Order”) ~~REGISTRATION~~granting ORexemptions ~~QUALIFICATION~~to ~~UNDER~~registrants ~~THE~~subject ~~SECURITIES~~to ~~LAWS~~the ~~OF ANY SUCH JURISDICTION. NO REGISTERED~~reporting ~~OFFERING~~requirements OFof ~~SECURITIES~~the ~~SHALL~~Exchange BEAct ~~MADE~~Section ~~EXCEPT~~13(a) BYor ~~MEANS~~15(d) OFdue Ato ~~PROSPECTUS~~circumstances ~~MEETING~~related ~~THE~~to ~~REQUIREMENTS~~the coronavirus disease ~~OF SECTION 10 OF THE SECURITIES ACT~~2019 ~~OF 1933, AS AMENDED~~(COVID-19).

~~FORWARD~~Pursuant to ~~LOOKING~~the ~~STATEMENTS~~Order, Xynomic Pharmaceuticals Holdings, Inc. (the “Company”) states the following:

~~THIS~~(1) ~~REPORT~~The ~~AND~~Company ~~THE~~is ~~EXHIBITS~~relying ~~HERETO~~on ~~INCLUDES “FORWARD-LOOKING~~the ~~STATEMENTS”~~SEC ~~WITHIN~~Order ~~THE~~dated ~~MEANING~~March ~~OF THE SAFE HARBOR PROVISIONS OF THE US PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933~~4, ~~AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED~~2020. ANY ACTUAL RESULTS MAY DIFFER FROM EXPECTATIONS, ESTIMATES AND PROJECTIONS PRESENTED OR IMPLIED AND, CONSEQUENTLY, YOU SHOULD NOT RELY ON THESE FORWARD-LOOKING STATEMENTS AS PREDICTIONS OF FUTURE EVENTS. WORDS SUCH AS “EXPECT,” “ESTIMATE,” “PROJECT,” “BUDGET,” “FORECAST,” “ANTICIPATE,” “INTEND,” “PLAN,” “MAY,” “WILL,” “COULD,” “SHOULD,” “BELIEVES,” “PREDICTS,” “POTENTIAL,” “CONTINUE,” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS INCLUDE, WITHOUT LIMITATION, XYNOMIC’S EXPECTATIONS WITH RESPECT TO FUTURE PERFORMANCE, ANTICIPATED FINANCIAL IMPACTS OF THE PROPOSED BUSINESS COMBINATION, APPROVAL OF THE BUSINESS COMBINATION TRANSACTIONS BY SECURITY HOLDERS, THE SATISFACTION OF THE CLOSING CONDITIONS TO SUCH TRANSACTIONS AND THE TIMING OF THE COMPLETION OF SUCH TRANSACTIONS.

~~SUCH FORWARD-LOOKING STATEMENTS RELATE~~Due TOto ~~FUTURE~~circumstances ~~EVENTS~~related ~~OR FUTURE PERFORMANCE~~to COVID-19, ~~BUT~~the ~~REFLECT~~Company ~~THE~~is ~~PARTIES’~~relying ~~CURRENT~~on ~~BELIEFS,~~the ~~BASED~~Order ONwith ~~INFORMATION~~respect ~~CURRENTLY~~to ~~AVAILABLE. MOST~~the ~~OF THESE FACTORS ARE OUTSIDE THE PARTIES~~Company’s ~~CONTROL~~Form ~~AND~~10-K ~~ARE DIFFICULT TO PREDICT. A NUMBER OF FACTORS COULD CAUSE ACTUAL~~(“Form ~~EVENTS,~~10-K”) ~~PERFORMANCE~~for ORthe ~~RESULTS~~fiscal TOyear ~~DIFFER~~ended ~~MATERIALLY~~December ~~FROM THE EVENTS~~31, ~~PERFORMANCE AND RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS~~2019. ~~FACTORS~~ ~~THAT~~Absent ~~MAY~~the ~~CAUSE SUCH DIFFERENCES INCLUDE~~Order, ~~AMONG~~the ~~OTHER~~Form ~~THINGS:~~10-K ~~THE~~is ~~POSSIBILITY~~due ~~THAT~~on ~~THE~~March ~~BUSINESS COMBINATION DOES NOT CLOSE OR THAT THE CLOSING MAY BE DELAYED BECAUSE CONDITIONS TO THE CLOSING MAY NOT BE SATISFIED~~30, INCLUDING THE RECEIPT OF REQUISITE SHAREHOLDER AND OTHER APPROVALS, THE PERFORMANCES OF XYNOMIC, AND THE ABILITY OF XYNOMIC TO REGAIN COMPLIANCE WITH THE NASDAQ CAPITAL MARKET’S LISTING STANDARDS; THE REACTION OF XYNOMIC’S LICENSORS, COLLABORATORS, SERVICE PROVIDERS OR SUPPLIERS TO THE BUSINESS COMBINATION; UNEXPECTED COSTS, LIABILITIES OR DELAYS IN THE BUSINESS COMBINATION TRANSACTION; THE OUTCOME OF ANY LEGAL PROCEEDINGS RELATED TO THE TRANSACTION; THE OCCURRENCE OF ANY EVENT, CHANGE OR OTHER CIRCUMSTANCES THAT COULD GIVE RISE TO THE TERMINATION OF THE BUSINESS COMBINATION TRANSACTION AGREEMENT; AND GENERAL ECONOMIC CONDITIONS2020.

~~THE~~(2) ~~FOREGOING~~The ~~LIST~~Company OFis ~~FACTORS~~unable ISto ~~NOT~~file ~~EXCLUSIVE. ADDITIONAL~~the ~~INFORMATION~~Form ~~CONCERNING THESE AND OTHER RISK FACTORS ARE CONTAINED IN XYNOMIC’S MOST RECENT FILINGS WITH THE SEC. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD~~10-~~LOOKING~~K ~~STATEMENTS~~on ~~CONCERNING~~a ~~XYNOMIC~~timely ORbasis ~~OTHER~~due ~~MATTERS~~to ~~AND~~travel ~~ATTRIBUTABLE TO XYNOMIC~~restriction, ~~XYNOMIC’S SHAREHOLDERS~~quarantines ORand ~~ANY~~staffing ~~PERSON~~issues ~~ACTING~~as ONa ~~BEHALF~~result OFof ~~ANY OF THEM ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS ABOVE. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON ANY FORWARD~~COVID-~~LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE~~19. NEITHER XYNOMIC NOR XYNOMIC’S SHAREHOLDERS UNDERTAKE OR ACCEPT ANY OBLIGATION OR UNDERTAKING TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENT TO REFLECT ANY CHANGE IN THEIR EXPECTATIONS OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED.

1The ongoing outbreak of the COVID-19 was first reported on December 31, 2019 in City of Wuhan, Hubei, China and was recognized as a pandemic by the World Health Organization (WHO) on March 11, 2020. Efforts to prevent the virus spreading include travel restrictions, quarantines, curfews, event postponements and cancellations, and facility closures. These include a quarantine of Hubei, curfew measures elsewhere in China, and national travel restrictions. On late March, Chinese Premier Li Keqiang reported that spread of domestically transmitted epidemic has been basically blocked and the outbreak has been controlled in China. As a result, some of the government restrictions and quarantines abovementioned have relaxed in certain areas, including Shanghai.

~~Item~~On January 731, 2020, a public health emergency was declared in the United States with travel restrictions placed on entry for travelers from China.01 On March 13, 2020, a national emergency was further declared in the United States. ~~Regulation~~On FDMarch ~~Disclosure~~19, 2020, the governor of California issued a statewide stay-at-home order to help combat the spread of the COVID-19. As of late March 2020, more than 4 hundred thousand cases of COVID-19 have been reported in more than 190 countries and territories.

The Company’s headquarters and operations are located in Shanghai and Beijing, China and City of San Diego, California, U.S.. In ~~September~~each ~~2019~~operation location, ~~Xynomic~~the ~~Pharmaceuticals~~Company has been following the measurements implemented by the local governments. The Company ~~Holdings~~has suspended all business that required travel or gathering since January 23, ~~Inc~~2020. (Given that the ~~“Company”)~~outbreak has ~~updated~~been ~~investor~~gradually controlled ~~presentation~~in (China, the ~~“Presentation”)~~Company, tofollowing ~~give~~the anguidance ~~overview~~released by Shanghai government, have resumed the business in the office and R&D center located in Shanghai on February 10, 2020. An aggregate of ~~its~~17 ~~current~~employees ~~corporate~~have ~~development~~gone ~~and~~back ~~operation~~to work. The Company is ~~will~~taking ~~post~~pro-active ~~such~~measures ~~Presentation~~ to help protect its ~~website~~employees atby ~~www~~implementing body-temperature tests and face mask wearing requirement.~~xynomicpharma.com~~ ~~upon~~Company’s ~~filing~~offices oflocated ~~this~~in ~~report.~~Beijing Aand ~~copy~~City of San Diego, however, have been shut down since Chinese New Year and the outbreak ~~Presentation~~in isthe ~~attached~~State ~~hereto~~of California respectively as ~~Exhibit~~required 99by local governments.1 An aggregate of 11 employees are currently required to work from home and ~~incorporated~~unable ~~herein~~to byperform ~~reference.~~certain duties that need to conducted onsite

~~The information in this report is being~~These ~~furnished,~~actions ~~not~~taken ~~filed,~~by ~~pursuant to Regulation FD. Accordingly,~~ the ~~information~~local ingovernments ~~Items 7.01~~ and ~~9.01~~the ofCompany ~~this~~have ~~report~~adversely ~~will~~impacted ~~not~~the ~~be incorporated~~daily byoperations ~~reference~~of ~~into any registration statement filed by~~ the Company ~~under~~and ~~the~~its ~~Securities Act of 1933, as amended, unless~~ability ~~specifically~~to ~~identified~~complete ~~therein~~its asfinancial ~~being~~data ~~incorporated therein~~ by ~~reference.~~on ~~The~~or ~~furnishing~~before ofMarch ~~the information in this report is not intended to~~30, ~~and~~2020. ~~does~~As ~~not, constitute~~ a ~~determination~~result, ~~or admission by~~ the Company ~~that the information in this report~~ is ~~material or~~unable ~~complete, or that investors should consider this information before making an investment decision with respect~~ to ~~any~~timely ~~security of~~file the ~~Company~~Form or10-K by ~~any~~March of30, ~~its affiliates~~2020.

~~Neither~~(3) ~~this~~The ~~report~~Company onintends ~~Form 8-K nor the Presentation attached hereto as Exhibit 99.1 constitute an offer~~ to ~~sell,~~file or the ~~solicitation~~Form of10-K anon ~~offer to buy our securities, nor shall there be any sale of our securities in any state~~ or ~~jurisdiction~~before inMay ~~which such offer~~14, ~~solicitation~~2020 oras ~~sale~~permitted ~~would~~with bethe ~~unlawful prior~~additional to45 ~~the~~day ~~registration~~relief orgranted ~~qualification~~by ~~under~~ the ~~securities laws of any such state or jurisdiction~~SEC.

~~Item 9.01~~(d4). ~~Financial~~The ~~Statements~~Company’s ~~and~~business ~~Exhibits~~operations could be adversely affected by the continued outbreak of COVID-19.

~~(d)~~The Company’s ~~Exhibits~~business operations could be adversely affected by the effects of a widespread outbreak of contagious disease, including the recent outbreak of respiratory illness caused by a novel coronavirus known as COVID-19 which was first identified in the City of Wuhan, Hubei, China. The Company’s corporate headquarters and operations are located in Shanghai and Beijing, China and City of San Diego, California, U.S., where any outbreak of contagious diseases and other adverse public health developments could be materially adverse on the Company’s business operations. In response to the highly contagious and sometimes fatal coronavirus inflicting thousands of people in China and the United States, the local government has imposed travel restrictions and quarantines/stay-at-home order to help control the spread of COVID-19.

99Since the Company primarily engages in the business of developing innovative small molecule drug candidates for the treatment of cancer in humans, the outbreak of COVID-19 has significantly slowed down our research and studies due to the shortage of medical resources.1 Since ~~Investor~~clinical ~~Presentation~~and ~~(September~~medical ~~2019~~resources are currently occupied by the tests and treatments of COVID-19, all clinical trial sites have reduced the acceptance of clinical trial patients. Patients with chronic diseases, such as lymphoma, have been advised to avoid visits to hospitals. Therefore, patient recruitment for our drug candidate has been slowed down. In addition, the Contracted Research Organizations (“CROs”) we engaged require regular onsite visit to monitor and inspect the status of the clinical trials and collect medical feedbacks. The breakout of COVID-19 has caused a significant decrease in CROs onsite visits and most of our researchers are currently working remotely to reduce the exposure to the contagious illness.

2Given that the outbreak has been gradually controlled in China, Company’s Shanghai office and R&D center have resumed business since February 2020. However, if the COVID-19 continues to spread in the United States, the federal and state governments may impose additional measures further restricting travel within and outside of the United States and also impose the regions under mandatory quarantine. Similarly, the continued spread of COVID-19 globally could further adversely impact the Company’s operations and could have an adverse impact on the Company’s business and financial results.

~~SIGNATURE~~(5) The reason the Form 10-K cannot be filed timely does not relate to the inability of any person, other than the Company, to furnish any required opinion, report, or certification.

~~Pursuant to the requirements of the Securities~~Forward-Looking ~~and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Statements

	XYNOMIC PHARMACEUTICALS HOLDINGS, INC
Date: September 27, 2019	By:	/s/ Yinglin Mark Xu
		Yinglin Mark Xu
		Chairman of the Board, Chief Executive Officer, President and Interim Chief Financial Officer

Certain of the statements contained in this report should be considered forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding the audit of the financial statements of the Company and the filing of the Annual Report on Form 10-K, as well as the Company’s expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future revenues and the business plans of its management team. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this report are based on certain assumptions and analyses made by the management of the Company in light of their respective experience and perception of historical trends, current conditions and expected future developments and their potential effects on the Company as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the mix of services utilized by the Company’s suppliers and collaborators, that the Company will have sufficient capital to operate as anticipated, and the impact that the novel coronavirus and the illness, COVID-19, that it causes, as well as governmental responses to deal with the spread of this illness, may have on the Company’s operations, the demand for the Company’s products, global supply chains and economic activity in general. Should one or more of these risks or uncertainties materialize, or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

3SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	XYNOMIC PHARMACEUTICALS HOLDINGS, INC

Date: March 27, 2020	By:	/s/ Jinwei Coco Kou
		Jinwei Coco Kou
		Chief Financial Officer

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