Additional Filing Deadline Extension through July 1, 2020

April 3, 2020

On March 25, 2020, the SEC released a modified exemptive order, which extends the period during which a 45-day grace period will be available for certain filings. The SEC had issued a March 4, 2020, exemptive order providing reporting companies affected by COVID-19 and meeting certain additional criteria with an additional 45 days to file periodic reports, annual reports and proxy statements. The initial exemptive order applied to filings due between March 1, 2020, and April 30, 2020. The modified exemptive order extends the relief for filings due on or before July 1, 2020.

Any company seeking to rely upon the exemptive order must furnish a Form 8-K by the original filing deadline stating:

  • that it is relying on the exemptive order;
  • a brief description of the reasons why it could not meet the original filing deadline;
  • the estimated filing date;
  • if material, a risk factor explaining the impact of COVID-19 on its business; and
  • if applicable, attaching as an exhibit a statement signed by any third party who is unable to furnish any required opinion, report or certification due to circumstances relating to COVID-19.

The press release accompanying the modified order stated that a company relying on the exemptive order will be considered current and timely in its Exchange Act filing requirements for S-3 eligibility purposes if it was current and timely as of the first day of the relief period and it files any report due during the relief period within 45 days of the filing deadline for the report.

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