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

March 1730, 2020 ~~(March 12, 2020)~~

Date of Report (Date of Earliest Event)

SYLIOS CORP

(Exact name of registrant as specified in its charter)

FLORIDA

(State or other jurisdiction of incorporation)

000-56091

(Commission File No.)

501 1^st Ave N., Suite 901

St. Petersburg, Florida 33701

(Address of principal executive offices and Zip Code)

(727) 482-1505

(Registrant’s telephone number, including area code)

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common stock		UNGS		OTC Markets “PINK”

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))

ITEM 18.01 ~~ENTRY~~OTHER ~~INTO A MATERIAL DEFINITIVE AGREEMENT~~EVENTS.

On March 627, 2020, the Company ~~entered~~determined ~~into~~that anit ~~Assignment~~will ~~Agreement~~not ~~(the~~be ~~“Agreement”)~~able ~~with~~to ~~Armada~~file ~~Investment~~its ~~Fund,~~Form ~~LLC (“Assignee”).~~10-K ~~Under~~for the ~~terms~~year ofended ~~the~~December ~~Agreement~~31, ~~the~~2019 ~~Company~~on time ~~sold,~~as ~~assigned,~~a ~~conveyed~~result ~~and~~of ~~transferred~~factors ~~its~~relating ~~interest into~~to the ~~Securities~~COVID-19 ~~Purchase~~pandemic ~~Agreement,~~and ~~Convertible~~the ~~Promissory~~steps ~~Note~~taken ~~(principal~~by ~~amount~~states ofto ~~$23,000),~~seek ~~Stock~~to ~~Purchase~~reduce ~~Warrant~~the ~~Agreement~~spread of the ~~(262,500~~virus ~~shares~~by ofeither ~~common~~requesting ~~stock)~~or ~~and~~requiring ~~Registration~~businesses ~~Rights~~to ~~Agreement~~close ~~entered~~or ~~into~~work byremotely. As a result, the Company’s accounting staff and ~~Deep~~the ~~Green~~staff ~~Waste~~of &the ~~Recycling, Inc.~~independent ~~all~~auditors ~~dated~~are ~~January~~not ~~13,~~able ~~2020~~to complete the audit in ~~exchange~~a ~~for~~timely ~~Ten~~manner ~~Thousand~~in ~~Five~~order ~~Hundred~~to ~~and~~file ~~No/100~~the ~~Dollars~~Form ($10-K by the required date,~~500)~~ ~~cash~~after ~~compensation~~giving ~~and~~effect to the ~~forgiveness~~ ofextension ~~all~~permitted ~~principal~~by ~~and~~Section ~~interest~~12b-25. ~~remaining~~The Company is filing this report on ~~the~~Form 8-K ~~Amended~~to ~~and~~report ~~Restated~~that ~~Replacement~~it ~~Convertible~~will ~~Promissory~~rely ~~Note issued~~on the exemption from timely filing provided by the ~~Company~~SEC toin ~~the~~Release ~~Assignee~~No. 34-88318, dated ~~February~~March 124, 2020 ~~2019~~(the “Release”). The ~~transaction~~Company ~~closed~~anticipates onthat ~~March~~it 12will file the Form 10-K no later than May 14, 2020 (45 days after the original due date). This report on Form 8-K replaces the Form 12b-25, which, as provided in the Release, is not required to be filed.

~~Forward-Looking~~In ~~Statements~~reliance ~~and~~on ~~Limitation~~the aforementioned SEC order, the Company intends to include the following risk factor in its 2019 Annual Report on Form ~~Representations~~10-K:

~~This Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as~~ “~~expect,” “intend,” “believe,” “will,”~~Our ~~“should,”~~business ~~“would”~~operations orhave ~~comparable~~been ~~terminology or by discussions of strategy. While the Company believes its assumptions~~ and ~~expectations~~may ~~underlying~~continue ~~forward-looking~~to ~~statements are reasonable, there can~~ be ~~no assurance that actual results will not be~~ materially ~~different. Risks~~ and ~~uncertainties~~adversely ~~that~~affected ~~could~~by ~~cause materially different results include, among others,~~ the ~~Company’s~~outbreak ~~ability~~of ~~to consummate~~ the ~~transaction~~novel ~~described above and the Company’s ability to satisfy the conditions~~respiratory ~~under~~illness ~~the~~coronavirus ~~Agreement. The Company assumes no duty to update any forward~~(“COVID-~~looking statements other than as required by applicable law~~19”).

~~The~~On ~~Agreement~~March ~~other~~11, ~~disclosures included in this Current Report on Form 8-K are intended to provide shareholders and investors with information regarding the terms of the Agreement~~2020, ~~and not to provide shareholders and investors with any other factual information regarding~~ the ~~Company~~World orHealth ~~its~~Organization ~~subsidiaries~~declared ~~or their respective business. You should not rely on~~ the ~~representations~~outbreak ~~and warranties in the Agreement or any descriptions thereof as characterizations~~ of the ~~actual~~novel ~~state~~respiratory ofillness ~~facts~~COVID-19 ora ~~condition of the Company or any of its subsidiaries or affiliates~~pandemic. ~~Moreover, information concerning the subject matter of the representations and warranties~~The ~~may~~new ~~change~~strain ~~after the date~~ of ~~the Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Other than as disclosed in this Current Report on Form 8~~COVID-K,19 ~~as of the date of this Current Report on Form 8-K, the Company~~ is ~~not~~considered ~~aware of any material facts that are required~~ to be ~~disclosed~~highly ~~under~~contagious ~~the federal securities laws that would contradict the representations~~ and ~~warranties~~poses ina ~~the~~serious ~~Agreement. The Company will provide additional disclosure in its~~ public ~~reports to~~health the extent that it is aware of the existence of any material facts that are required to be disclosed under federal securities laws and that might otherwise contradict the representations and warranties contained in the Agreement and will update such disclosure as required by federal securities lawsthreat. Accordingly, the Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company and its subsidiaries that has been, is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements, registration statements and other documents that the Company files with the SEC.

~~ITEM~~Any ~~9.01~~outbreak ~~FINANCIAL~~of ~~STATEMENTS~~such ~~AND~~epidemic ~~EXHIBITS~~illness or other adverse public health developments may materially and adversely affect the global economy, our markets and our business.

~~(d)~~We ~~Exhibits~~cannot foresee whether the outbreak of COVID-19 will be effectively contained, nor can we predict the severity and duration of its impact. If the outbreak of COVID-19 is not effectively and timely controlled, our business operations and financial condition may be materially and adversely affected as a result of the deteriorating market outlook for automobile sales, the slowdown in regional and national economic growth, weakened liquidity and financial condition of our customers or other factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment, cause uncertainties in the regions where we conduct business, cause our business to suffer in ways that we cannot predict and materially and adversely impact our business, financial condition and results of operations.”

Exhibit		Document Description
10.1		Assignment Agreement between Sylios Corp and Armada Investment Fund, LLC dated as of March 6, 2020
10.2		Amended and Restated Replacement Convertible Promissory Note between Sylios Corp and Armada Investment Fund, LLC dated as of February 12, 2019 (previously filed with Form S-1 on April 11, 2019)
10.3		Securities Purchase Agreement between Sylios Corp and Deep Green Waste & Recycling, Inc. dated as of January 13, 2020 (previously filed with Form 8-K on January 17, 2020)
10.4		Convertible Promissory Note between Sylios Corp and Deep Green Waste & Recycling, Inc. dated as of January 13, 2020 (previously filed with Form 8-K on January 17, 2020)
10.5		Common Stock Purchase Warrant Agreement between Sylios Corp and Deep Green Waste & Recycling, Inc. dated as of January 13, 2020 (previously filed with Form 8-K on January 17, 2020)
10.6		Registration Rights Agreement between Sylios Corp and Deep Green Waste & Recycling, Inc. dated as of January 13, 2020 (previously filed with Form 8-K on January 17, 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 hereunto duly authorized.

Dated this ~~17th~~30th day of March 2020.

	SYLIOS CORP

	BY:	/s/ Jimmy Wayne Anderson
		Jimmy Wayne Anderson, President

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