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Sec Reporting Obligations
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- 2. FIRSTUP CONSULTANTS • A publiclytraded company with a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or which is subject to Section 15(d) must file reports with the Securities & Exchange Commission (“SEC”). This obligation is sometimes referred to as “SEC Reporting” or SEC Reporting Requirements”. SEC Reporting Requirements are designed to provide transparency to investors. SEC filings and Reports are filed through the SEC’s EDGAR system. These reports are viewable by the public upon filing. • Required periodic reports for domestic issuers include annual reports on Form 10-K, quarterly reports on Form 10-Q and current information reports on Form 8-K. Issuers with a class of securities registered under Section 12 of the Exchange Act are also subject to the proxy rules and shareholders of these companies are subject to certain beneficial ownership reporting requirements. • A company becomes subject to SEC Reporting Requirements by filing a registration statement on either Form 10 or Form 8-A pursuant to Section 12 of the Exchange Act. Section 12 registration statements may be filed voluntarily or subject to a statutory requirement if the issuer’s securities are held by either (i) 2,000 persons or (ii) 500 persons who are not accredited investors and where the issuer’s total assets exceed $10 million. In addition, companies that file a registration statement under the Securities Act of 1933, as amended (“Securities Act”) such as a Form S-1 registration statement become subject to SEC Reporting Requirements. • SEC Reporting Requirements are voluntary in any fiscal year in which the company has fewer 300 shareholders at the beginning of the year. WHAT IS SEC REPORTING?
- 3. FIRSTUP CONSULTANTS • An SECReporting Company must comply with certain record keeping requirements, must implement internal accounting controls and is subject to the Sarbanes-Oxley Act of 2002, including the certification requirements which require the issuer’s Chief Executive Officer and Chief Financial Officer to individually certify the issuer’s SEC reports. • The Sarbanes-Oxley Act requires the SEC review each SEC Reporting Company’s filings at least once every three (3) years. • SEC Reporting By Smaller Reporting companies. A “smaller reporting company” is an issuer that is not an investment company or asset-backed issuer or majority-owned subsidiary and that (i) had a public float of less than $75 million as of the last business day of its most recently completed second fiscal quarter; or (ii) in the case of an initial registration statement, had a public float of less than $75 million as of a date within days of the filing of the registration statement; or (iii) in the case of an issuer whose public float as calculated by (i) or (ii) is 0, had annual revenues of less than $75 million during the most recently completed fiscal year in which audited financial statements are available. • Smaller Reporting Companies benefit from scaled down SEC Reporting Requirements. 3 SEC REPORTINGAND SARBANES- OXLEY
- 4. FIRSTUP CONSULTANTS 4 • Smallerreporting companies must file an annual report on Form 10-K with the SEC within 90 days of end of the end of each fiscal year. • The issuer can extend the due date of its form 10-K for up to 15 calendar days by filing a Form 12b-25 no later than the next business day after the Form 10-K is due. • Issuers must include financial statements audited by a firm registered with the Public Company Accounting Oversight Board. (“PCAOB”). • Form 10-K requires a discussion of the company’s business, a summary of operations, its physical property, identification of any subsidiaries or affiliates, information about its shareholders, management biographies and management compensation, and related party transactions. FORM 10-KANNUAL REPORTS- SMALLER REPORTING COMPANY- SEC REPORTING REQUIREMENTS
- 5. FIRSTUP CONSULTANTS 5 FORM 10-QQUARTERLY REPORTS – SMALLER REPORTING COMPANY- SEC REPORTING REQUIREMENTS • SEC Reporting Requirements obligate Smaller reporting companies must file quarterly reports on Form 10-Q within forty-five (45) days after end of its first three fiscal quarters. • The issuer can extend the due date of its Form 10-Q Quarterly Report for up to five (5) calendar days by filing a Form 12b-25 no later than the next business day after the Form 10-Q is due. Form 10Q Quarterly Reports include interim unaudited financial statements and information about the company’s business, results of operations and issuances of securities. • The Form 10Q Quarterly Report includes a comparison of the issuer’s performance during the quarter and year to date with the same periods of the previous year.
- 6. FIRSTUP CONSULTANTS • Form 8-Kis used to report material events. Form 8-K material events include but are not limited to material agreements; mergers and acquisitions; change in control; changes in auditors; the issuance of unregistered securities; amendments to company articles of incorporation or bylaws; stock splits and dividends, corporate name changes; changes in officers or directors; bankruptcy proceedings; change in shell status and changes in previously issued financial statements • Generally, a current report on Form 8-K must be filed within four (4) business days after the occurrence of the material event being disclosed. • Form 8-K disclosing a change of shell status, requires that the issuer file the financial statements of the acquired business no later than 71 calendar days after the date the initial Form 8-K was filed reporting the acquisition. The Fair Disclosure Regulation, enacted in 2000 (“Regulation FD”) stipulates that publicly traded companies broadly disseminate information to the public instead of distributing it selectively to certain analysts or investors. • Form 8-K under Regulation FD must be filed (i) simultaneously with the release of the press release or other information that is subject of the filing or (ii) the next trading day. 6 CURRENT REPORTS ON FORM 8-K. -SMALLER REPORTING COMPANY- SEC REPORTING OBLIGATIONS
- 7. FIRSTUP CONSULTANTS A Company’s failureto comply with its periodic reporting obligations can have significant consequences for the issuer and its shareholders. • The SEC can bring enforcement proceedings against late filers, including actions to deregister the securities. • Shareholders cannot rely on Rule 144 for the sale or transfer of securities unless the issuer has current public information available. • Rule 144(c) requires that adequate current public information with respect to the company must be available at the time of each sale of securities. • For issuers subject to the SEC’s Reporting Requirements, adequate current public information is deemed available if the issuer is and has been for at least 90 days immediately before the sale, subject to the SEC’s reporting requirements and has filed all required reports with the SEC and has submitted electronically and posted on its website, if any, all XBRL data require to be submitted and posted. • An issuer that is late or has failed to comply with the SEC’s Reporting Requirements is not eligible to register shares on a Form S-3 registration statement. Additionally, the issuer is ineligible to register shares on Form S-8 while it is either late or delinquent in its Reporting Requirements. 7 FAILURE TO COMPLYWITH SEC REPORTING REQUIREMENTS
- 8. FIRSTUP CONSULTANTS 8 PROXYRULES- SMALLER REPORTINGCOMPANY- SEC REPORTING REQUIREMENTS • All companies with a class of securities registered under the Exchange Act (i.e., through the filing of a Form 10 or Form 8-A) are subject to the Exchange Act’s proxy rules. The proxy rules are contained in Section 14 of the Exchange Act. • The SEC’s proxy rules require certain disclosures when the issuer solicits shareholders’ votes in annual or special meetings. The disclosure information is set forth in SEC Schedule 14A. • If a share holder vote is not being solicited, such as when a company has obtained shareholder approval by written consent in lieu of a meeting, a company may satisfy its Section 14 requirements by filing an information statement on Schedule 14C.
- 9. MOREINFORMATION For more informationabout going public and Regulation A+, securities law or our other services please contact Hamilton & Associates Law Group, P.A. 01 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956 or by email at info@securitieslawyer101.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. Please note that the prior results discussed herein do not guarantee similar outcomes. Hamilton & Associates Law Group, P.A provides ongoing corporate and securities counsel to private companies and public companies listed and publicly traded on the NASDAQ Stock Market, the NYSE MKT or OTC Markets, such as the OTC Pink, OTCQB and OTCQX. For two decades the Firm has served private and public companies and other market participants in corporate law matters, securities law and going public matters. The firm’s practice areas include, but are not limited to, forensic law and investigations, SEC investigations and SEC defense, corporate law matters, compliance with the Securities Act of 1933 securities offer and sale and registration statement requirements, including Dorm S-1, Form S-3, Form F- 1 Regulation A/ Regulation A+ , private placement offerings under Regulation D including Rule 504 and Rule 506 and Regulation S and PIPE Transactions as well as registration statements on Forms S-1, Form F-1, Form S-8 and Form S-4; compliance with the reporting requirements of the Securities Exchange Act of 1934, including Form 8- A and Form 10 registration statements, reporting on Forms 10-Q, Form 10-K and Form 8-K, Form 6-K and SEC Schedule 14CInformation and SEC Schedule 14A Proxy Statements; Regulation A / Regulation A+ offerings; all forms of going public transactions; mergers and acquisitions; applications to and compliance with the corporate governance requirements of national securities exchanges including NASDAQ and the New York Stock Exchange (NYSE) and foreign listings; crowdfunding; corporate; and general contract and business transactions. The firm provides preparation of corporate documents and other transaction documents such as share purchase and exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. The firm prepares the necessary documentation and assists in completing the requirements of federal and state securities laws such as SEC, FINRA and DTC for Rule 15c2-11.
- 10. CONTACTUS For Further informationabout this securities law post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida (561)416-8956, in formational service to clients and friends of Hamilton & Associates Law group and should not be constructed 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 6490, Rule 506, Private Placement offerings and memorandums, Regulation A+, Rule 504 offerings, SEC reporting requirements, SEC registration statements on Form S-1, IOP’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@secuirtieslawyer101.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.SecuritiesLawyer101.com
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