A reporting company that does not meet the requirements to be an accelerated filer or a large accelerated filer (see Rule 12b-2 under the Exchange Act). A non-accelerated filer has a public float of less than $75 million.
What is an accelerated filer with SEC?
Under the current rules, an accelerated filer can also be an SRC if it has a public float of $75 million or more, but less than $250 million, regardless of annual revenues; or a public float of more than $250 million, but less than $100 million in annual revenues.
Which threshold is not a requirement to meet the definition of a large accelerated filer as defined in Rule 12b-2 of the Exchange Act?
Rule 12b-2 defines a “large accelerated filer” in the same manner except that the issuer’s public float must be $700 million or more.
What is the filing deadline for a Form 10-K for non-accelerated filers?
December 30, 2021
10-K: Due Thursday, December 30, 2021 for Fiscal Year Ended .
Is a smaller reporting company a non-accelerated filer?
It will be a non-accelerated filer if it has less than $100 million in revenues. If its revenues are $100 million or more, it will be an accelerated filer.
What is the definition of an accelerated filer?
Therefore, under the final rule, an issuer that qualifies as an SRC will also qualify as a nonaccelerated filer if it has (1) annual revenues of less than $100 million in the most recent fiscal year for which audited financial statements are available and (2) a public float4 of less than $700 million as of the last …
Is an EGC a non-accelerated filer?
In addition to the benefits of the amendments for companies that are currently both an SRC and an accelerated filer, some companies that qualify as an emerging growth company (EGC) that have exited or will be exiting EGC status – for example, due to “aging out” under the five-year sunset for EGC status – may qualify as …
What happens if you file an 8 K late?
Form 8-K Filed Late, SEC Action: Late filing will likely result in administrative action. The severity of the penalties depend on the reason for filing late and when the report was eventually filed. Fines are typical. For severe cases, a company’s Exchange Act registration may be revoked.
How long does a company have to file a 10k?
10-K Filing Deadlines According to the SEC, companies with a public float—shares issued to the public that are available to trade—of $700 million or more must file their 10-K within 60 days after the end of their fiscal year.
What is non-accelerated?
Is an emerging growth company a non-accelerated filer?
An emerging growth company (EGC) is any company that meets the following requirements: the company cannot have issued more than $1 billion in non-convertible bonds within the last 3 years, and. the company does not qualify as a large accelerated filer, meaning a public float of over $700 million.
What happens if you miss SEC filing deadline?
If the deadline is missed, however, consequences may include loss of SEC registration, de-listing from stock exchanges as well as possible legal consequences. And there are other consequences to non-timely filings as well, that an investor or other stakeholder might want to take note of.
When can an issuer become a nonaccelerated Filer?
In addition, the final rule allows an issuer to exit accelerated filer or large accelerated filer status to become a nonaccelerated filer if it becomes eligible for SRC status under the revenue test at a revenue threshold of $80 million (i.e., 80 percent of the initial qualification threshold).
Do smaller reporting companies become non-accelerated filers under the amendments?
Under the amendments, some, but not all, smaller reporting companies become non-accelerated filers. The table below summarizes the relationships between smaller reporting companies and non-accelerated, accelerated, and large accelerated filers under the amendments.
What is a non-accelerated Filer under Sarbanes-Oxley Act?
A non-accelerated filer is not required to provide an auditor attestation of management’s assessment of internal control over financial reporting, which is generally required for SEC reporting companies under Sarbanes-Oxley Act Section 404 (b), and, in contrast to other reporting companies, has more time to file its periodic reports.
Is the revenue test applicable for nonaccelerated Filer status?
Issuers that qualify as FPIs and elect to use the FPI reporting regime (i.e., Form 20-F), however, are not eligible to be SRCs and therefore a revenue test would not be applicable for determining nonaccelerated filer status. SEC Final Rule Release No. 34-88365, Amendments to the Accelerated Filer and Large Accelerated Filer Definitions.
