SEC Extends Filing Due Dates for Registrants Affected by Hurricane Florence

September 2018

The SEC issued an exemptive order on September 19th providing regulatory relief for anyone[1] that cannot file timely due to Hurricane Florence and its aftermath.  The order extends the filing deadline to October 29th for any filing due during the period from September 14th to October 26th.[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 October 29th.  Therefore, issuers who file a Form 12b-25 by October 30th 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 Florence. 

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 Florence.
[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.