After effectiveness of a Form S-1 registration statement in going public transactions, most issuers file Form 8A to register a class of their securities under the Securities Exchange Act of 1934 (the “Securities Exchange Act”). An issuer with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act must file periodic reports with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) and Section 15(d).
The SEC requires a review of an issuer’s periodic reports at least once every three years and may review an issuer’s reports more often if it files a registration statement under the Securities Act, as a part of a review of the registration statement.
Annual Report on Form 10-K
An SEC reporting company must file an Annual Report on Form 10-K after the end of each fiscal year. The Form 10-K requires comprehensive disclosure about the issuer including the issuer’s business, officers and directors, securities, material legal proceedings, selected financial information and full annual audited financial statements, management’s discussion and analysis of the issuer’s financial condition and results of operations, executive compensation, and certain corporate governance matters.
Quarterly Report on Form 10-Q
An SEC reporting company must file a Quarterly Report on Form 10-Q after the end of each of the first three fiscal quarters. The Form 10-Q provides financial information about the issuer during the completed quarter, including quarterly financial statements and management’s discussion and analysis of its results of operations and financial condition. A Form 10-Q includes a description of material events that occurred during the quarter and any actions taken by stockholders during the period.
Current Report on Form 8-K
The need to file a Form 8-K is triggered by the occurrence of certain events or transactions described below:
♦ Entry into a Material Definitive Agreement
♦ Termination of a Material Definitive Agreement
♦ Bankruptcy or Receivership
♦ Mine Safety – Reporting of Shutdowns and Patterns of Violations
♦ Completion of Acquisition or Disposition of Assets
♦ Results of Operations and Financial Condition
♦ Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement
♦ Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement
♦ Costs Associated with Exit or Disposal Activities
♦ Material Impairments
♦ Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
♦ Unregistered Sales of Equity Securities
♦ Material Modifications to Rights of Security holders
♦ Changes in the Issuer’s Certifying Accountant
♦ Non-reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
♦ Changes in Control
♦ Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers, Compensatory Arrangements of Certain Officers
♦ Amendment to Articles of Incorporation or By-laws; Change in Fiscal Year
♦ Temporary Suspension of Trading Under the Issuer’s Employee Benefit Plans
♦ Amendments to the Issuer’s Code of Ethics or Waiver of a Provision of the Code of Ethics
♦ Change in Shell Company Status
♦ Submission of Matters to a Vote of Security Holders
♦ Shareholder Director Nominations
♦ Asset-backed Securities
♦ Regulation FD Disclosure
The Form 8-K must be filed within four days of the triggering event.
Other Periodic Filings Required to Be Filed with the SEC by Certain Public Companies
Public companies that are registered under Section 12 of the Exchange Act must also comply with the proxy solicitation rules. These rules regulate communications in which an issuer solicits proxies from its stockholders so that the stockholders can exercise their right to vote without having to physically attend the stockholders’ meeting.
For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton Florida, (561) 416-8956, by email at info@securitieslawyer101.com or visit www.gopublic101.com. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. For more information about going public and the rules and regulations affecting the use of Rule 144, Form 8K, crowdfunding, FINRA Rule 6490, Rule 506 private placement offerings and memorandums, Regulation A, Rule 504 offerings, SEC reporting requirements, SEC registration statements on Form S-1 , IPO’s, OTC Pink Sheet listings, Form 10 OTCBB and OTC Markets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, direct public offerings and direct public offerings please contact Hamilton and Associates at (561) 416-8956 or info@securitieslawyer101.com. Please note that the prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855
www.GoPublic101.com
