SEC: Thanks for Super 8-K Reviews

SEC Form 8-K is meant to report "current events" that occur between quarterly periodic reports by public companies. They are effective upon filing and not generally subject to SEC review. In 2005, to appropriately close a disclosure loophole, the SEC started requiring that an 8-K be filed right after most reverse mergers including all information that would be included in a Form 10 registration for the post-merger company, ie pretty much all info that would be in a filing if the company were going public on its own.

These "super" 8-Ks, as we dubbed them, were also effective immediately and, until about 6-8 months ago, sat unreviewed. Companies then filed Forms S-1, then received comments that also included a requirement to amend the super 8-K along with the S-1 to make them consistent. Kind of a pain actually.

More recently, as part of their stepped up oversight of reverse mergers, the SEC has taken to reviewing all super 8-Ks. Why is this good? Because by the time a post-merger registration is ready to go, many companies will already have been through 2-3 rounds of comments on the super 8-K. What does this mean? Registrations of either public offerings or public resales after these comments are dealt with that receive a very small number of comments indeed.

Did the SEC think those of us in RM land would complain about the super 8-K reviews? Probably. My vote: we welcome the reviews as a great early ability to receive and address SEC issues with a company's disclosure even before it is ready to submit a registration for review. So I say, thanks SEC staff, keep 'em coming!

For additional insights on reverse mergers, SPACs, other alternatives to traditional initial public offerings, the small and microcap markets and the economy, visit the Reverse Merger and SPAC Blog  by David N. Feldman, Esq., Partner of Richardson & Patel LLP.

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