SEC Staff Issues Compliance and Disclosure Interpretations on COVID-19 Filing Relief
On March 31, 2020, the SEC issued two Compliance and Disclosure Interpretations (“C&DIs” 135.12 and 135.13) to clarify the circumstances in which a registrant may take advantage of the filing relief provided in the COVID-19 exemptive orders issued earlier in March.[1] The exemptive order issued on March 25th provides companies with an extension of the due date of 45 days to file certain SEC disclosure reports that would have been due between March 1 and July 1, 2020.
The C&DIs remind registrants that a condition of taking advantage of the 45-day filing relief period is that they must file a Form 8-K by the later of March 16, 2020 or the original due date of the required report. Accordingly, if a registrant only files a Form 12b-25 by the original due date of the required report, the registrant is not eligible to take advantage of the 45-day relief period under the exemptive order. Conversely, registrants that timely file the specified Form 8-K by the due date of the required report are still eligible to rely on the Rule 12b-25 grace period[2] if they are unable to file by the extended due date. Registrants that are unable to rely on the COVID-19 exemptive order are encouraged to contact the staff to discuss the consequences of any late filings.
[1] For a summary of the COVID-19 exemptive order issued on March 25th, refer to details related to the accounting, reporting, and other considerations due to COVID-19.
[2] Exchange Act Rule 12b-25 provides an additional fifteen calendar days for an annual report and five calendar days for a quarterly report.
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