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SEC Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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by Nanuk Warman, CPA, CMA, CFA

Updated April 26th, 2022

Other Lead:  Apart from annual and quarterly reporting requirements, public companies are obligated to report non-scheduled major and material events relevant to shareholders on a "current" basis.

Reporting Matters Relevant to Shareholders In A Timely Fashion 8-K Triggering Events, And  that Require a Form 8-K Filing

The following is a general overview of SEC Form 8-K and is not legal or business advice, and nor should you consider it as such. Requirements for 8-K filings differ from case to case.  You should not act upon any information shared in this article without seeking professional advice from a licensed lawyer and/or accounting professional directly hired by you. If you need help preparing or filing a Form 8-K, please contact us here.

8-K Triggering Events:  What They Are And When You Should File Them

For the most part, 8-K reporting requirements for a publicly traded company are pretty straight-forward:

THIS COULD ALSO USE A "3 THINGS TO KEEP IN MIND" LEAD

Issuers must report all non-scheduled major and material events that are relevant to shareholders on a "current" basis.

Essentially, any event that has a significant impact on the company — such as a lawsuit...a change in officers or directors...a new acquisition...bankruptcy proceedings, etc...must be reported to the SEC within 4 days.

There Are 9 Major Events That

Trigger An 8-K Filing

While this is by no means a complete list (you should contact a securities professional if you have questions), here are the 9 most common triggering events that obligate a securities issuer to file an 8-K: 

 

1.  Change in Registrant's Business and Operations — including entry

     into definitive material agreements (or the termination thereof)...bankruptcy          proceedings...mine shutdowns, safety issues, and/or violation patterns.

2.  Financial Information — Related to any New Acquisition or Disposition of       Assets...Results of Operations and Financial Condition...New Financial    

      Obligation or off-balance-sheet arrangement...a financial obligation

      Triggering Event...Costs Associated with Exit or Disposal Activities...and    

      material impairments.

3.  Securities and Trading Markets — Notice of Delisting or Failure to    

     Satisfy a listing rule or standard...Transfer of Listing...Unregistered Sales of        Equitable Securities...Material Modification to Rights of Security Holders.​

4.  Matters Related to Accountants and Financial Statements — Such as

     Changes in Registrant's Certifying Accountant...Non-Reliance on Previously

     Issued Financial Statements or Related Audit Report...or any Completed

     Interim Review.

5.  Corporate Governance and Management — Changes in control of

     registrant...Departure of Directors or Officers; Election of Directors;

     Appointment of Officers; Compensatory Arrangements of Certain

     Officers...Change in fiscal year or amendments to Articles of Incorporation

     or Bylaws...Temporary Suspension of Trading under registrant's employee

     benefit plans...Amendment to Code of Ethics or Waiver of a Provision of the

     Code of Ethics...Change in Shell Company Status...Submission of Matters

     to a Vote of Security Holders.

6.  Asset-Backed Securities — ABS Informational and Computational

     Material...Change of Servicer or Trustee...Change in Credit Enhancement or

     Other External Support...Failure to Make a Required Distribution...A

     Securities Act Updating Disclosure.

7.  Regulation FDSee "Full Disclosure" Regulations here >>

8.  Other Events — Those events not specifically called for by Form 8-K that

     the registrant considers important to security holders.​

9.  Financial Statements and Exhibits — Any changes to previously filed

     financial statements or Exhibits. (is this correct?).

See a full list of 8-k trigger events here>>

Important:  8-K events related to category #7 (Regulation FD), and category #8 (Other events) may require an earlier due-date for filing.  

 

Issuers should always consult with a professional service provider regarding any SEC compliance-related questions.

 

Click here if you need help filing an 8-K>>

In a nutshell...any event that has a material impact on the company, and/or entails structural change to the company's bylaws, debt structuring parameters, or equity distribution, must be reported to the SEC using a Form 8-K — Within 4 days or less of the event taking place.

As always, whenever an issuer has a question or concern about a regulatory or compliance issue, it is important they consult an experienced professional.

At PubCo Reporting...

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 more than 18 years.  We're not only professional CPA's, CFA's, and Financial Filers, we're experienced CFO's too—And we have extensive experience helping our clients — across a wide range of industry — prepare and file their Form 8-K's for our clientsand we're proud to say that more than 95% of our clients stay with us after a period of five years.

If you need help with preparing and/or filing an 8-K--or with any of your EDGAR, SEDAR, or Regulatory Compliance issuer -- we would be more than happy to help you.

Please see here to claim your free special offer >>

    << Nanuk Creds here >>

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