SEC Grants Additional Time For Filings Impacted By COVID-19

Written by Blake Baron

Earlier this month, the U.S. Securities and Exchange Commission (the “SEC”) provided conditional regulatory relief to those public companies impacted by COVID-19 (novel coronavirus) with a 45-day extension to file certain SEC filings that would have been otherwise due between March 1, 2020 and April 30, 2020. The SEC announced today that it was modifying that prior relief to cover certain filings due on or before July 1, 2020. The SEC acknowledged that many companies’ operations continue to be significantly impacted by the ongoing COVID-19 pandemic, which may result in difficulties for those companies to meet their applicable SEC filing deadlines.

The 45-day extension applies to certain SEC filings, including, periodic and current reports, proxy statements and information statements; however, it is important to note that the extension does not apply to Schedule 13Ds, or any amendments, and Forms 3, 4 or 5.

A company must comply with certain conditions to avail themselves of the 45-day extension. Specifically, a company must submit a Current Report on Form 8-K (or Form 6-K for a foreign private issuer) for each filing that is delayed by the original reporting deadline and include the following:

1. that it is relying on this order,
2. a brief description of why it could not timely file,
3. an estimated date of when the company expects to file its filing,
4. if appropriate and material, a risk factor explaining the impact of COVID-19 on its business, and
5. if the company’s failure to timely file relates to a person other than the registrant, to attach a statement signed by such person explaining why it cannot furnish the required information.

Companies that rely on this extension will have a new due date 45 days after the original filing deadline. Accordingly, those companies will be permitted to rely on Rule 12b-25, if they are unable to file the required reports on or before the extended due date. It is important to note that any delay in filings could be problematic to the extent a company is trying to raise capital as current company financial information may be required.

If you have any questions, please contact the MSK Corporate & Business Transactions Department.