Division of Corporation Finance Clarifies COVID-19 Filing Extensions

The SEC Division of Corporation Finance issued a new Compliance and Disclosure Interpretation ("C&DI") that clarifies relief provided to registrants from filing Part III information and Form 10-K by a certain deadline under the recently implemented COVID-19 Order.

As previously covered, the SEC provided a 45-day extension for public companies to file disclosure reports that would have been due between March 1 and July 1, 2020. Companies are required to provide a summary explaining why they require relief for each delayed report.

The new C&DI clarifies that a registrant may use the relief provided under the COVID-19 Order so long as the 120-day deadline falls within the specified relief period. The SEC stated that a registrant is allowed to use the relief if it meets the conditions of the Order, which include:

• having filed an annual report on Form 10-K in a timely manner without relying on the COVID-19 Order;

• submitting a single Form 8-K by the original deadline for the Form 10-K that includes disclosures required under the Order; and

• fulfilling certain requirements, if a registrant invokes the COVID-19 Order regarding submission of Form 10-K and Form 8-K, but not for filing Part III information in a timely manner.