What does Regulation S-K apply to?

A set of SEC rules that set out the detailed disclosure requirements (other than financial statements) applicable to registration statements, periodic reports, proxy statements and other filings under the Securities Act and the Exchange Act.

What types of material contracts must an issuer file as Exhibit 10 to a registration statement or periodic report?

(4) If a material contract or plan of acquisition, reorganization, arrangement, liquidation or succession is executed or becomes effective during the reporting period reflected by a Form 10-Q or Form 10-K, it shall be filed as an exhibit to the Form 10-Q or Form 10-K filed for the corresponding period.

Does Regulation S-K apply to 10-Q?

Andrew R. Brownstein, John L. The SEC’s amendments to Regulation S-K will come into effect on November 9, 2020 and apply to 10-Qs, 10-Ks and registration statements filed on or after that date as applicable. …

What is a material agreement SEC?

The SEC defines a “material definitive agreement” as an agreement that provides for obligations that are material to and enforceable against the company, or rights that are material to the company and enforceable by the company against one or more other parties to the agreement.

Does Regulation SK apply to private companies?

Regulation S-K does not apply to foreign private issuers unless a form reserved for foreign private issuers specifically refers to Regulation S-K. Instead of Items 101 and 103 of Regulation S-K, the foreign private issuer forms refer to Part I, Item 4 and Item 8.

How many forms 10-Q are required to be filed by an issuer during each fiscal year?

three 10-Q
The exact filing dates depend on the organization’s fiscal year, but it is necessary to file three 10-Q reports each year.

What is an SEC Form 10?

SEC Form 10 is a filing with the Securities and Exchange Commission (SEC), also known as the General Form for Registration of Securities. It is used to register a class of securities for potential trading on U.S. exchanges.

What is included in 10-Q?

Form 10-Q contains financial statements, management discussion and analysis, disclosures, and internal controls for the previous quarter. Companies must file their 10-Qs 40 or 45 days after the end of their quarters, depending on the size of their public float.

Which regulation contains the standard instructions for filing Forms 10-Q and 10-K with the Securities and Exchange Commission?

Form 10-Q shall be used for quarterly reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), filed pursuant to Rule 13a-13 (17 CFR 240.13a-13) or Rule 15d-13 (17 CFR 240.15d-13).

What is a material contract?

Material Contract means any contract or other arrangement (other than Loan Documents), whether written or oral, to which any Credit Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

What makes an acquisition material?

Material Acquisition means any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the Capital Stock of a Person and (b) involves the payment of consideration …

How to incorporate an exhibit in Regulation S-K?

The registrant may incorporate by reference to an exhibit previously filed in satisfaction of Item 601 (b) (4) (vi) of Regulation S-K, as applicable, so long as there has not been any change to the information called for by Item 202 (§ 229.202 of this chapter) since the filing date of the linked filing.

When to use item 201 ( D ) in Form 10-K?

An issuer may rely on General Instruction G.3 to Form 10-K to incorporate by reference the Item 201 (d) disclosure from its proxy statement or information statement, even if the issuer did not submit a compensation plan for security holder action at its annual meeting of security holders. See American Bar Association (Jan. 30, 2004).

When does Regulation S-K apply to foreign issuers?

Regulation S-K does not apply to foreign private issuers unless a form reserved for foreign private issuers (such as Securities Act Form F-1, F-3, or F-4) specifically refers to Regulation S-K. Form 20-F is the combined registration statement and annual report form used by foreign private issuers under the Exchange Act.

When to put Sarbanes Oxley auditor attestation report on Form 10-K?

Such a company may use the scaled disclosure rules for smaller reporting companies in its annual report on Form 10-K, but the report is due 75 days after the end of its fiscal year and must include the Sarbanes-Oxley Section 404 auditor attestation report described in Item 308 (b) of Regulation S-K. [November 7, 2018]