Public companies with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are subject to the periodic and current reporting requirements of Section 13 or 15(d) of the Securities Exchange Act.
The Exchange Act imposes ongoing disclosure obligations that include an obligation to file periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K with the Securities and Exchange Commission (the “SEC”). Sometimes reporting companies are unable to comply with their reporting obligations under the Exchange Act.
In limited circumstances, when issuers are more than one year behind in their annual report filings, the SEC eases the burden on delinquent issuers by allowing them to file a single form containing the 10-K and 10-Q reports for the most recent year instead of filing all delinquent reports.
The SEC has indicated that it will relax its procedures in certain cases to accommodate issuers that, for reasons beyond their control, have failed to comply with their reporting obligations. This offers numerous benefits to companies that are able to become current with the SEC by filing a single comprehensive 10-K.
These include avoiding a potential SEC administrative proceeding to revoke their registration under the Exchange Act and/or a trading suspension under Section 12(k) of the Exchange Act.
Filing a comprehensive 10-K report is an efficient and relatively quick method for delinquent SEC reporting companies to become current without incurring the delay and expense of filing multiple years of SEC periodic reports.
The Comprehensive Form 10-K
In order to submit a comprehensive Form 10-K, the issuer must receive SEC approval of their request. The issuer must submit a written request to the SEC’s Office of Chief Accountant at the SEC’s Division of Corporation Finance.
The request should set forth the following:
♦ a list of all missing periodic reports;
♦ an explanation of why the issuer was unable to timely file its required reports;
♦ the reasons why the issuer is attempting to become current; and
♦ the specific time frame in which the issuer expects to complete the report.
In the relevant correspondence, the issuer should ask specifically that the SEC not object to the filing of the comprehensive 10-K instead of the individual delinquent reports. It should also state in its request whether any information required to be presented is unknown and not reasonably available to it because obtaining it would involve unreasonable effort and expense. The SEC’s Office of Chief Accountant generally provides a written response within ten business days after the issuer’s request.
For further information about becoming current in SEC filings and reports, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 2012N, Boca Raton Florida, (561) 416-8956, by email at firstname.lastname@example.org.
This memorandum is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. For more information concerning the rules and regulations affecting the use of Rule 144, Form 8K, FINRA Rule 6490, Rule 506 private placement offerings, Regulation A, Rule 504 offerings, SEC reporting requirements, SEC registration on Form S-1 and Form 10, Pink Sheet listing, OTCBB and OTCMarkets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, go public direct transactions and direct public offerings please contact Hamilton and Associates at (561) 416-8956 or by email a email@example.com. Please note that the prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202N
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855
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