The U.S. Securities and Exchange Commission issued an order on March 4, 2020, providing relief for companies affected by the COVID-19 coronavirus outbreak. The order is meant to address U.S. companies located in areas affected by the outbreak, as well as companies with operations in those regions. The order provides publicly traded companies with an additional 45 days to file certain disclosure reports that would otherwise have been due between March 1 and April 30, 2020.
Companies required to make filings under Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable, are exempted from the applicable filing requirement where the conditions below are satisfied. The above list of filings includes, among others, annual reports on Form 10-K, quarterly reports on Form 10-Q and proxy statements.
The most important condition for application of the order is that the registrant must be unable to meet a filing deadline due to circumstances related to COVID-19. In addition, a registrant who is unable to file on time and elects to take advantage of the order must meet the following conditions:
First, the registrant must furnish to the SEC a Form 8-K or, if eligible, a Form 6-K by the later of March 16 or the original filing deadline of the report stating:
- That it is relying on the order;
- A brief description of the reasons it could not file such the report, schedule or form on a timely basis;
- The estimated date by which the report, schedule, or form is expected to be filed;
- If appropriate, a risk factor explaining, if material, the impact of COVID-19 on its business; and
- If the reason the subject report cannot be filed on time relates to the inability of any person, other than the registrant, to furnish any required opinion, report or certification, the Form 8-K or Form 6-K shall have attached as an exhibit a statement signed by such person stating the specific reasons such person is unable to furnish the required opinion, report or certification on or before the date such report must be filed.
Second, the registrant must file with the SEC any report, schedule or form required to be filed no later than 45 days after the original due date; and
Third, in any report, schedule or form filed by the applicable deadline pursuant to clause (2) above, the registrant or any person required to make any filings with respect to such a registrant must disclose that it is relying on the order and state the reasons it could not file such report, schedule or form on a timely basis.
Moreover, the order provides relief for companies that cannot deliver a proxy or information statement to a security holder after making a good faith effort for such delivery if the security holder has a mailing address located in an area where, as a result of the outbreak, the mail carrier has suspended delivery service of the type or class customarily used by the registrant or other person making the solicitation.