8-K Material Agreement

8. September 2021 Allgemein

In addition to filing annual returns on Form 10-K and quarterly reports on Form 10-Q, publicly traded companies must report certain major corporate events on a more recent basis. Form 8-K is the „current report“ that companies must submit to the SEC to announce significant events of which shareholders should be aware. Documents that meet the requirements of the Fair Disclosure Regulation (Reg FD) may be due before the expiration of four working days. An organization must determine whether the information is essential and forward the report to the SEC. The SEC makes the reports available through the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) platform. The SEC requires disclosure of a large number of changes to the business and operation of a registrant. Changes to a substantial definitive agreement or the bankruptcy of an undertaking must be notified. Other financial disclosure obligations include the completion of an acquisition, changes in the financial position of the business, divestiture activities and material impairments. The SEC requires the filing of an 8K for the delisting of a share, non-compliance with listing standards, unregistered sales of securities and substantial changes in shareholder rights. Yes. Trigger events apply to issuers and subsidiaries.

For example, the entry of a subsidiary into a non-ordinary definitive agreement for the issuer may be reported in paragraph 1.01. Item 1.01 of Form 8-K requires disclosure if a registrant enters into a „substantial definitive agreement“ outside of normal operations. In the context of an acquisition, this would, in most cases, be potentially triggered by the performance of the final acquisition contract (and not by a memorandum of understanding or term sheet). An 8K is a report on significant unsused events or business changes that could be of importance to shareholders or the Securities and Exchange Commission (SEC). The report, also known as Form 8K, informs the public of events, including acquisitions, bankruptcies, resignations of directors, or changes during the fiscal year. Investors should always read all 8K submissions submitted by the companies in which they are invested. These reports are often critical to the business and often contain information that impacts stock prices. The second field indicates that the form contains „Recruitment Materials pursuant to Exchange Act Rule 14a-12.“ According to proxy rules, a person cannot request powers from a shareholder without making a provisional or final proxy statement before or at the same time as the invitation. Rule 14a-12 is one of the most frequent exceptions to these rules….

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