SEC Grants Relief to Companies Affected by COVID-19 – Coronavirus

SEC Reporting Requirements

On March 4, 2020, the SEC issued an order providing conditional regulatory relief and assistance to reporting companies impacted by 2019 novel coronavirus disease (COVID-19) who are unable to timely submit their filings and reports on Form 8-K, Form 10-KForm 10-Q and Form 8-K  with deadlines between March 1, 2020 and April 30, 2020. On March 25, 2020, the SEC extended the earlier March 4, order providing companies an additional 45 days to comply with their SEC reporting requirements for filings and reports with deadlines between March 1, 2020 and July 1, 2020, if:

  • The company is unable to meet the original filing deadline due to COVID-19.
  • The company submits a Form 8-K or Form 6-K, as applicable by the later of March 16 or the original filing deadline that includes:
    • a statement that it is relying on the SEC’s Order related to COVID-19;
    • a description of the reasons why it could not file the required report, schedule, or filing on its required due date;
    • the date it expects to file the report, schedule, or filing; and
    • Risk factors explaining any material impact of COVID-19 on its business.
  • If the company’s report cannot be timely filed because of any other person’s inability to furnish a required opinion, report, or certification, the Form 8-K or 6-K must have attached as an exhibit a statement signed by such person, stating why they are unable to furnish the required opinion, report, or certification before the date the report must be filed.
  • The company files the subject report, schedule, or filing no later than 45 days after the original filing deadline.
  • In the report, schedule, or form, the company:
    • discloses it is relying on the SEC’s Order; and
    • discloses the specific reasons why it could not file the report, schedule, or form on a timely basis.

A company relying on the SEC’s Order is not required to file a Form 12b-25. In addition, companies that relied on the SEC Order may rely on Rule 12b-25 if they are unable to file the required SEC reports and filings on or before the extended due date.

Coronavirus and Rule 144 Eligibility

For purposes of satisfying the current information requirement of Rule 144(c) under the Securities Act, a company relying on the exemptive order will be considered current in its Securities Exchange Act filing requirements if:

  • It was current as of the first day of the relief period, and
  • It files any report due during the SEC coronavirus relief period within 45 days of the filing deadline for the report.

For further information about SEC Reporting Requirements,  Form 10-KForm 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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