KALO Kallo Inc (CE)

Item 7.01 Regulation FD Disclosure.

As stated above, we entered into that certain Letter Agreement with Accobiotech on September 8, 2020 (the “Letter Agreement”).

We are also aware that in today’s more uncertain environment, parties to a contract may assert that they find it more difficult to perform their obligations as provided by the Letter Agreement and then assert, as a defense to their non-performance of their contractual obligations, that unforeseen circumstances prevent them from fulfilling their obligations to the other party to the Letter Agreement. This defense, known as the force majeure defense, is, in today’s environment, commonly asserted and we may encounter such an asserted defense from one or more direct or indirect contractual parties to the Letter Agreement and any resulting Anticipated Agreement.

In that event we may be facing the likelihood that the purposes of the Letter Agreement (and any later Anticipated Agreement), as envisioned, cannot be undertaken or implemented in any feasible manner. We also face political risks in all of undertakings involving the Letter Agreement (and any later Anticipated Agreement) that we cannot mitigate or reduce in any meaningful way. These and the ever-present risks of serious and material foreign exchange losses are also significant. As a result, all of our efforts that we have taken in connection with the Letter Agreement (and any later Anticipated Agreement) may not result in any financial benefits to the Company and we will incur further significant financial losses thereby with little or no prospect of recovering any sums that we have expended to achieve the goals as envisioned by the Letter Agreement.

For these reasons and based on our current assessments, there is a clear risk that the purposes and goals set forth in the Letter Agreement will be achieved and we anticipate that, in that and other instances, we may incur significant additional financial losses as a result of these developments. (See “Risk Factors Related to the Letter Agreement and Our Financial Condition” below.)

Risk Factors Related to the Letter Agreement and Our Financial Condition

When we entered into the Letter Agreement with Accobiotech, we believed that the Letter Agreement was an essential part of our corporate strategy. At the time that we entered into the Letter Agreement, we were aware that the Anticipated Agreement that we may enter into will likely require further negotiations to ensure that the rights and obligations of each party are more clearly memorialized so as to allow each of the parties a better understanding of the terms and conditions of the understandings and commitments that each party is giving to the other party. However and in the context of these recent developments and the current uncertain environment of the COVID-19 and the global pandemic, we are aware that we may not achieve any of our objectives as set forth in the Letter Agreement (and any later Anticipated Agreement).

As we have said previously, our stockholders are reminded that our business strategy involves significant risks and uncertainties over which we have little or no control. These risks and uncertainties are far higher today given the current uncertain environment of the COVID-19 and the global pandemic.

Overall, we have no way to control or limit these risks and uncertainties and we believe that the extent of the risks and uncertainties that we are facing as a party to any agreement or understanding involving foreign entities and those entities having operations in countries where current healthcare and disease prevention practices are dramatically below the healthcare and disease prevention practices found in the United States and Canada, are significantly higher and more uncertain than that which existed prior to March 2020 before the current global pandemic was recognized. As a result, we caution any reader of this Form 8-K that we cannot assure you that the Letter Agreement, the purposes of the Letter Agreement, and the financial benefits that we may, if we are successful and if circumstances allow, will ever be realized at any time.

However and in addition to the above, these risks include, but are not limited to, the risks set forth in our most recent Annual Report on Form 10-K under Item 1A together with the following:

• In the unlikely event that, pursuant to the Letter Agreement (and any Anticipated Agreement that we may enter into with Accobiotech and any other persons), any financial transactions that were to occur, we face significant and inherent exposure to foreign exchange rate losses in connection with any revenues that we derive under any such agreement. Currently, we do not have any ability to “hedge” against any foreign exchange risks and we have no present plans to undertake any such activity that would allow us to gain any ability to “hedge” against any such risks. As a result, any revenues or funds that we receive resulting from any agreements with foreign countries may, after giving effect to any exchange rates, be dramatically reduced with the result that we will incur significant and protracted losses and negative cash flow thereby.

• Currently we are seriously delinquent in meeting our disclosure obligations under Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”). That is, we have not filed our Annual Report on Form 10-K for the 2018 fiscal year and we have not filed our three (3) Quarterly Reports on Form 10-Q for the first three (3) quarterly periods in fiscal 2019 and we have not filed any such reports for the first two (2) quarters of fiscal 2020. More than that, there can be no assurance that we will obtain sufficient funds in the future that will allow us to eliminate our existing delinquencies and not incur additional delinquencies as well. Given these circumstances, we face a clear and certain high risk that the Securities and Exchange Commission could take adverse action against us to preclude further trading in our Common Stock. In that event, any person who acquires our Common Stock may be entirely unable to liquidate their investment. As a result, any person who acquires our Common Stock or our Preferred Stock should be prepared to lose their entire investment.

• There is no continuous and liquid trading market for our Common Stock and there is no likelihood that any such trading market will ever develop or, if it does develop, that it can be sustained.

• We have not achieved profitability, positive cash flow or both of them and there can be no assurance that we will ever achieve profitability, positive cash flow, or both of them in the future or if we do, that either or both of them can be sustained.

• We have no history of paying dividends on our Common Stock and given our lack of profitability and lack of positive cash flow, it is highly unlikely that we will ever be paying any dividends at any time in the near future.

• We face significant operational and other risks in implementing the Letter Agreement (and any later Anticipated Agreement) given the nature of the parties to the Letter Agreement and the obvious and expensive challenges involved in any undertakings that we may have in any foreign venture.

• We do not maintain any office or any managerial, legal, or other staff in Malaysia and we have no present plans to do so. In the event of any dispute or issues that arise relating to or involving the Letter Agreement and our rights and obligations arising under the Letter Agreement or the subject matter of the Letter Agreement and the transactions underlying the Letter Agreement, or any or all of the above, we may find that it is very difficult or impossible to protect our rights. In that event, we may discover that despite all of our efforts, we will incur additional costs and expenses with resulting and protracted significant losses thereby.

• We have not received any independent third party evaluation of the Letter Agreement and the underlying transactions set forth in the Letter Agreement and we have no present plans to secure any such evaluation. We may discover that notwithstanding our efforts that we expended to secure the Letter Agreement, the Letter Agreement (and any later Anticipated Agreement) may not be feasible for any one or more reasons. We are aware that many commercial transactions that were undertaken prior to the onset of the current and unanticipated global pandemic are now not feasible because of the dramatic changes resulting from the pandemic or other changes.

• For these reasons and in view of the high risks and continuing unmitigated uncertainties involved, we cannot assure you that we will ever expect to gain any financial or other benefits as a result of the Letter Agreement (and any later Anticipated Agreement).

• In the current unprecedented environment of COVID-19, we face even greater risks and uncertainties in undertaking any business venture particularly where the business that is to be conducted is located in a part of the world where healthcare and disease prevention is far below the standards found in Canada, the United States and Europe. As a result and to be clear, we strongly believe that our strategy of undertaking and establishing business ventures in other countries face significantly greater risks and uncertainties that may cause us to increase our financial losses and lead to further losses to stockholders who acquire our common stock, our preferred stock, and any other security that we may issue. All of our securities should be considered HIGH RISK investments. For these reasons, any person who seeks to acquire our securities should be prepared to lose all of their investment.

• The Letter Agreement and the activities envisioned by the Letter Agreement are similar to any new business venture and for this reason we face all the risks and uncertainties associated with starting a new business. All of our securities should be considered HIGH RISK investments. For these reasons and many others, holders of our Common Stock and holders of our Preferred Stock should understand that our Common Stock and our Preferred Stock should only be acquired by persons who can afford the total loss of their investment.

Item 9. Exhibits.