SEC Issues Compliance and Disclosure Interpretations Related to COVID-19 Public Filing Extension

As discussed in a previously published article “SEC Extends Reporting Relief for Public Companies Impacted by COVID-19”, the SEC has extended the filing periods for certain public company reports due to the impact of COVID-19. Additionally, on March 31 the commission’s Division of Corporation Finance published two new compliance and disclosure interpretations (C&DIs) in conjunction with the extended filing periods.   

To ensure public understanding of the requirements that must be met in order to receive the extension, further guidance has been issued.  In summary, C&DI 135.12 and 135.13 detail that if a company is unsure it can meet the deadline to file its Form 10-K, Form 10-Q or even file a Form 12b-25 (notification of public filing), one stipulation must still be met to qualify for the extension: a Form 8-K or 6-K, as applicable, must be filed by the later of March 16, 2020 or the original due date of the report. Even if a company has already filed a Form 12b-25 on time, it will not qualify for the extension without filing a Form 8-K or 6-K in the time range as stated by the order. Companies that do not meet the conditions outlined by Order No. 34-88465 (COVID-19 Order) and are late on their filing deadlines will be subject to collateral consequences.

By requiring companies to issue a Form 8-K or 6-K in a timely manner, despite allowing extensions for other regulatory forms typically being filed between March 1 and April 30, the SEC ensures that entities are keeping current investors informed until normal public filings are issued. Even with filing extension relief, organizations will still face the challenge of staying on top of plans to address any material risk to their operations resulting from COVID-19.

More information on the interpretative guidance on the filing extensions for the SEC can be found at https://www.sec.gov/divisions/corpfin/guidance/exchangeactrules-interps.htm#135.12