The Securities and Exchange Commission (SEC) announced that it is extending the filing periods covered by its previously enacted conditional reporting relief for certain public registrant filing obligations under the federal securities laws, including plans that file a Form 11-K with the SEC pursuant to Section 15(d) of the 1934 Act. In addition, the SEC’s Division of Corporation Finance issued its current views regarding disclosure considerations and other securities law matters related to COVID-19.
The SEC issued an order (SEC Order) that, subject to certain conditions, provides public registrants with a 45-day extension to file certain disclosure reports that would otherwise have been due between March 1 and July 1, 2020. These conditions include:
- The registrant or any person required to make any filings with respect to such a registrant is unable to meet a filing deadline due to circumstances related to COVID-19;
- Any registrant relying on the SEC Order furnishes to the Commission a Form 8-K.
Any registrant or other person in need of additional assistance related to deadlines, delivery obligations or their public filings, should contact the Division of Corporation Finance at (202) 551-3500 or at https://www.sec.gov/forms/corp_fin_interpretive.
Click here for the SEC filing relief order.
Click here for the SEC’s Division of Corporation current views regarding disclosure considerations.
Houston, TX (March 17, 2020) – The impact of the Coronavirus on businesses is expected to be significant creating both operational challenges and issues with customer service. Some have completely shut down retail operations such as Apple and Macy’s while others have decided to be open for limited hours including Walmart and JC Penney’s. Although necessary to prevent the spread of Coronavirus (COVID-19) it’s certain these changes will drastically impact first quarter revenues and profits. Given the challenges faced by companies located in, or with operations in affected areas, companies meeting certain conditions are able to take an additional 45 days to file disclosure reports that would otherwise be due between March 1, 2020 and April 30, 2020. To help clients and others, Calvetti Ferguson has provided a summary of key points below.
SEC Filing Relief Summary
The filing relief offered by the SEC includes:
- Form S-3 – Any SEC filers relying on the deadline relief will be considered current and timely in its Exchange Act filing requirements if it was current and timely as of the first day of the relief period and it files any required report due during the 45 day relief period.
- Form S-8 – For purposes of Form S-8 eligibility and current public information eligibility requirements of Rule 144(c), a company relying on deadline relief will be considered current in filing responsibilities if it was current as of the day of the relief period and it files required reports during the 45 day relief period.
- Annual/Quarterly Reports – Any company that receives an extension on these reports will be considered to have a due date 45 days after the report filing deadline.
Qualifying for SEC Relief
It’s important to remember that this relief is only available to companies meeting certain conditions. The primary condition is on the impact to operations from Coronavirus, but companies are also required to convey through a current report a summary of why relief is needed in their circumstances. The SEC may elect to the time period for the relief, with additional conditions, or provide additional relief as needed.
As the virus continues to spread and businesses are required to modify operations, it’s quite likely companies may not be able to make timely filings. In this situation, it’s important to take advantage of the opportunity offered by the SEC. If you have questions about the information outlined above or need assistance with a SEC filing issue, Calvetti Ferguson can help. For additional information, click here to contact us.
Visit our COVID-19 Resources page for more information.