RE: Daybreak Oil & Gas19 Oct 2023 09:39
Late Filers to the SEC
[1] However, during the grace period, companies are not allowed to register securities that rely upon the late statements until they are ultimately filed.
[2] Other adverse consequences include the inability to hold an annual shareholder meeting until the 10-K is filed. We note, however, that the most costly penalties are typically imposed only in the most egregious cases. For example, SEC administrative proceedings are usually reserved for issuers who are excessively late; and stock exchange delisting procedures are typically not triggered until the company is at least six months late in its filing. However, some penalties are effectively imposed immediately upon expiration of the grace period. Specifically, companies who miss the grace period are not eligible to issue securities using Form S-3 (referred to as “shelf registration”) until they have filed in a timely manner for at least 12 months. This imposes costs by limiting a company’s ability to raise capital on a timely basis. Covenant violations are also a potential cost that would be immediately incurred.
[3] We acknowledge, however, that late filings, even when filed within the grace period, extend the duration of the information asymmetry between managers and shareholders. However, because the grace period only extends the duration by five to 15 days, we do not expect such delays to be very costly.