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SEC Form D

Notice Of Exempt Offering Of Securities

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by Nanuk Warman, CPA, CMA, CFA

Updated April 26th, 2022

The following is a general overview of SEC Form D and is not legal or business advice, nor should you consider it as such. Requirements for Form D filings differ from case to case. You should not act upon any information shared in this article without seeking professional advice from a licensed attorney and/or accounting professional directly hired by you. If you need help preparing or filing a Form D, please contact us here.

Form D

Publicly traded companies domiciled in the United States are required submit quarterly financial reports to the SEC using form 10Q.

MINE:  WHAT EVERY ISSUER SHOULD CONSIDER BEFORE FILING A 10Q

Normally, a Form 10Q filing is an unaudited set of current financial statements for the period ending either in the first...second...or third quarter of the (company's) fiscal year.

Similar to an annual report (which uses form 10-K), a 10-Q Report includes all relevant financial information regarding the company's financial and business operations for the specific quarter reported.

Issuers must submit all 10Q reports to the SEC using the EDGAR filing system, which allows the public to view them online and provides for transparency and .

This allows investors to track an issuer's performance over time and gain a better sense of a company's overall financial position.

Issuers Must Submit A Form 10-Q

For Each Of The First 3 Quarters Of The Year

Within 40 to 45 Days Of The Quarter's End

Deadlines for a 10Q filing are based on company size and valuation:

 

Large and Accelerated filers (companies valued at more than $75 million) are required to submit a 10Q filing to the SEC within 40 calendar days from the end of the first...second... and third quarters of the company's fiscal year.

Non-accelerated filers (companies with a valuation of less than $75 million) are given 45 days from the end of the respective quarters to file their 10Q reports using the EDGAR filing system.

Get a customized SEC Filing Calendar here>>

Failure to file a 10-Q with the SEC in a timely manner can result in severe fines or penalties for issuers that can include delisting and/or civil proceedings.

The SEC will allow for a 5 day deadline-extension for filing a 10Q to companies that request one with good reason.

Request a filing extension here>>

Issuers should always consult with a professional if they have any questions about preparing or filing a 10-Q.

There Are 2 Main Parts To Form 10Q

Form 10Q is essentially a snapshot of the company's financial condition and business performance broken into two main parts:    185 HOURS!

Part 1:  Financial Information.

The first section of a Form 10Q requires a set of unaudited financial statements, a detailed discussion and analysis of the company's financial condition and results of operations by management, market risk disclosures, and an overview of the company's internal procedures and controls.

<<Additonal blurb here would be great, i.e. "It's important to note...">>

      ​

Part 2:  Other information.

The second part of a Form 10Q requires full disclosure related to any risk factors, legal proceedings, unregistered sales of equity securities and use of proceeds, default on any senior securities, exhibits, or any other material information relevant to investors.

<<Additonal blurb here would be great>>

See full 10Q instructions here>>

In short, Form 10Q is a Quarterly Report required by all publicly traded companies that must include financial statements for the quarter, along with a discussion and analysis of the companies finances and operations by management.  Full disclosure of risk factors, the sale of unregistered securities, use of proceeds, exhibits, and any other information of material relevance must be included in a Form 10Q.

One thing that is important to note:  The SEC estimates that it takes the average issuer 185 hours to complete a form 10Q!

In truth, the vast majority of panicked requests I get from clients asking for an extension to file their 10Q, is because they're swamped and struggling to complete the work on time.

As always, an issuer should consult with a securities professional regarding any questions they may have about filing a 10Q, as the consequences of filing one late or in error can be brutal.

I once had a client who was delisted because their 10Q filing was both late and incorrect!  

To be sure, it is a rare occassion that the SEC delists an issuer for filing a 10Q late--or even fines them for that matter.

But, trust me, no issuer wants to go there!

We Take The Regulatory Compliance Issues

Off Your Plate And Get Them Filed.

PubCo Reporting has provided issuers with SEC EDGAR and Compliance guidance for 18+ years.  We're not just public company accountants and Financial Filers, we're experienced CFO's too—And we have extensive experience helping our clients prepare and file their Form 8-K's accross a wide-range of industry.

 

In fact, after 5 years, 95% of all new our clients are still with us.

If you need help in preparing or filing a Form 10-Q — or with any of your EDGAR, SEDAR, or Regulatory Compliance and Reporting obligations — we would be more than happy to help you.

Please see here for a very special offer we prepared just for you:

In fact, we have a very special offer for you right here:

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To your success!

 

<< Nanuk Creds here >>

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