By Christopher Hubbert & Cary Zimmerman
On March 25, the Securities and Exchange Commission (SEC) extended an earlier order providing relief to publicly traded companies impacted by COVID-19 coronavirus. The initial order provided for a 45-day extension for annual filings due in March for companies with December year-ends that were unable to meet the deadline due to the pandemic. Typically, companies can obtain no more than a 15-day extension. The March 25 order, available here, expands the availability of the extension for filings due on or before July 1, 2020. The commission noted that it will continue to monitor the situation and may further extend the applicable period for relief if necessary.
Impacted companies are not required to file a Form 12b-25, as would generally be necessary for an extension. Instead, the company must file a Form 8-K explaining why the report could not be filed timely and providing some additional information. If the filing cannot be made because the company’s auditor cannot complete the audit process, a statement by the auditor must also be included. Although the relief is welcome for the many companies struggling to complete filings while working remotely, the required 8-K filing must be carefully crafted to ensure that the extension is available.
Companies that are not subject to SEC reporting requirements under the Exchange Act but that make public information available pursuant to the alternative reporting standard (ARS) also received filing deadline relief. Companies traded on the OTC Markets can obtain a 45-day extension for compliance with the ARS. To qualify, companies must submit a notification of late filing through OTCIQ.com. The OTC Markets’ release concerning the extension is available here.
If you have any questions or would like to discuss further, please reach out to Christopher Hubbert at cjh@kjk.com or 216.736.7215 or Cary Zimmerman at caz@kjk.com or 216.736.7275.