SEC Extends Filing Due Dates for Registrants Affected by Hurricane Michael

October 2018

The SEC issued an exemptive order on October 16th providing regulatory relief for anyone[1] that cannot file timely due to Hurricane Michael and its aftermath.  The order extends the filing deadline to November 23rd for any filing due during the period from October 10th to November 21st.[2]  If a registrant takes advantage of this relief, the filing must disclose why it was unable to file on a timely basis.  The order specifies that a registrant taking advantage of this relief will maintain its Form S-3 eligibility.

For purposes of Rule 12b-25, the due date of affected reports is considered to be November 23rd.  Therefore, issuers who file a Form 12b-25 by November 24th will receive the additional time permitted by Exchange Act Rule 12b-25 (which is fifteen calendar days for an annual report and five calendar days for a quarterly report) to file the report.    

The order provides relief from the proxy and information statement delivery requirements for those delivering materials to the affected areas.  The order also waives the auditor independence requirements when auditors assist clients with the reconstruction of any previously existing accounting records that were destroyed as a result of Hurricane Michael. 

Other relief was also provided, which is further described in the press release and exemptive order.  Registrants are encouraged to contact the SEC staff for any additional relief and interpretive guidance. 
 
[1] The order applies to all publicly traded companies, investment companies, accountants and others who have been impacted by Hurricane Michael.
[2] The SEC adopted interim final temporary rules that grant similar relief to companies that file reports and forms pursuant to Regulation A and Regulation Crowdfunding.