SEC Division of Corp Fin Clarifies COVID-19 Reporting Extensions

The SEC Division of Corporation Finance issued two new Compliance and Disclosure Interpretations ("C&DIs") (see here and here) that clarify recent Exchange Act reporting extensions.

As previously covered, the SEC extended the filing deadline for certain reports under the Exchange Act to 45 days after the original due date of the report if the registrant furnishes a Form 8-K or Form 6-K, including certain statements to the SEC by the later of March 16 or the original due date of the report.

The new C&DIs clarify that (i) filing only a Form 12b-25 by the original due date of the report will not satisfy the SEC's extension order, and the required Form 8-K or Form 6-K must still be furnished to obtain the 45-day relief; (ii) a registrant that previously filed a Form 12b-25 cannot rely on the SEC order unless the registrant also furnished the required Form 8-K or Form 6-K; and (iii) registrants who satisfy the requirements of the SEC's order will be permitted to rely on Rule 12b-25 if they are unable to file the report on or before the extended deadline.