Deadlines for SEC Reporting Requirements Extended Due to COVID-19

On March 25, 2020, the Securities and Exchange Commission (the “SEC”) issued an order (the “SEC Order”) providing extensions to SEC reporting requirements deadlines for issuers affected by COVID‑19, further extending the deadlines set forth in a March 4, 2020 order. The prior order only granted extensions for SEC periodic reports and filings due on or before April 30, 2020. The new SEC Order grants extensions to issuers that would have been required to submit SEC periodic reports and filings between March 1 and July 1, 2020.

The SEC Order includes the following periodic reports and filings:

• Annual Reports on Form 10-K,
• Quarterly Reports on Form 10-Q,
• Current Reports on Form 8-K, and
• Preliminary and Definitive Proxy Statements.

To qualify for the extension pursuant to the SEC Order, the SEC reporting company must meet each condition below:

• The issuer must be unable to submit its SEC periodic report or other filing on its due date because of conditions caused by COVID-19 pandemic.
• The SEC report or filing must be submitted within 45 days after its original due date,
• The issuer must disclose that it relied on the SEC Order and state the particular reasons for its inability to submit the SEC report or filing by the original due date, and
• The issuer must submit a Current Report on Form 8-K or a Form 6-K for foreign private issuers by the later of March 16 or the original reporting deadline which contains specific disclosures.

The Current Report on Form 8-K or 6-K must disclose that:

• why the issuer is unable to timely file the report,
• the estimated date by which the report will be filed,
• material risks related to the impact of the coronavirus on its business, and
• if the SEC report or filing cannot be made by the due date because it relates to the inability of a third party to furnish an opinion, report or certification, the issuer must include an exhibit containing a statement signed by such third party stating the reasons for such inability.

For further information about SEC Reporting Requirements,  Current Reports on Form 8-K, Form 10-K, Form 10-Q and Form 8-K, please contact us at (561) 416-8956, or by email at [email protected].  This securities law Q & A is provided as a general or informational service to clients and friends of Hamilton & Associates Law Group, P.A. and should not be construed as, and does not constitute legal advice on any specific matter, nor does this message create an attorney-client relationship.  Please note that prior results discussed herein do not guarantee similar outcomes.

Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Going Public Attorney
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Boca Raton, Florida 33432
Telephone: (561) 416-8956
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