On March 4, 2020, the SEC issued an order granting conditional regulatory relief for certain publicly traded companies affected by COVID-19 (coronavirus).
The relief provides qualifying companies with temporary relief from certain filing and regulatory requirements, including providing additional time to file certain Exchange Act reports.
The impacts of the novel coronavirus may present challenges for certain companies, including US companies located in the affected areas that are required to provide information to trading markets, shareholders, and the SEC.
Filing Requirements for Exchange Act Reports
The order provides publicly traded companies affected by the coronavirus an additional 45 days to file certain disclosure reports that would have been due between March 1 and April 30, 2020. These include Forms 10-K and 10-Q. The SEC will continue to monitor the situation and may extend the time period or issue additional relief if necessary.
Companies relying on the relief must furnish a current report on Form 8-K—or Form 6-K for foreign private issuers—by the later of March 16, 2020 or the original report filing deadline.
The current report must include the following:
- A statement that the company is relying on the SEC order
- A brief description of the reasons why the company couldn’t file on a timely basis
- The estimated date by which the report, schedule, or form is expected to be filed
- A risk factor explaining the impact of the coronavirus on the company’s business, if appropriate and material
If the reason the report can’t be filed timely relates to the inability of any person other than the registrant, the Form 8-K or Form 6-K must also have an exhibit statement signed by such person. The statement must include the specific reasons why the required opinion, report, or certification will be unable to be provided on or before the due date of a company’s filing.
Registrant’s relying on the order must make any filings within 45 days of the original filing deadline. Those filings must disclose the intent to rely on the SEC relief and state the reasons why it couldn’t file on a timely basis.
A registrant relying on the order doesn’t need to file a Form 12b-25 unless it’s still unable to file by the extended due date.
A company relying on the order will still be considered current in its Exchange Act filing requirements for purposes of eligibility to use Forms S-3 or S-8 and the current public information eligibility requirements of Rule 144(c), as long as:
- The company was current and timely as of the first day of the relief period.
- The company files any report due during the relief period within 45 days of the filing deadline for the report.
Proxy and Information Statements
The SEC order also temporarily exempts registrants from the obligation to furnish proxy statements, annual reports, and other soliciting materials when mail delivery isn’t possible and both of the following conditions are met:
- The registrant’s security holder has a mailing address located in an area where delivery service has been suspended as a result of the coronavirus.
- The registrant made a good faith effort to furnish the materials to the security holder.
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