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Form NT 10-Q ~ Form NT 10-K is covered under Rule 12b25 of the Securities Exchange Act.

SEC Filings Explained
Notice under Rule 12b25 of inability to timely file all or part of a form 10-Q or 10-QSB Related filings include 10-K405, 10-K, 10-KSB405 and 10-KSB.


To be considered in conjunction with:

Form S-8 ~ Initial registration statement for securities to be offered to employees pursuant to employee benefit plans


SEC ~ Rule 144 Rule 144 regulates the resale of “restricted securities”1 and “control securities,”2 by establishing certain conditions that must be satisfied in order for the resale to be exempt from the Securities Act registration requirements pursuant to Section 4(1) of the Securities Act—a safe harbor from “underwriter” status for the selling security holder.


Form 8-K~ broad form used to notify investors of any material event that is important to shareholders or the United States Securities and Exchange Commission.


Form S-3 is also known as the "Registration Statement Under the Securities Exchange Act of 1933".
Form S-3 is typically filed in conjunction with a common stock or preferred stock offering. Other requirements for the form's use are that the company has met all dividend and debt requirements in the 12 months prior to the filing date on the form.


Late filings and filings extensions:

Can an issuer obtain a filing extension for Form 10-K and Form 10-Q?


Yes. An issuer may request more time to file Form 10-Ks and 10-Qs. The issuer must file via EDGAR a Form 12b-25 (designated as an “NT 10-K” or “NT 10-Q” in the EDGAR filing system) no later than the next business day after the original filing deadline (for which the extension is requested). The Form 12b-25 must disclose the issuer’s inability to file the report timely and the reasons therefore in reasonable detail. An extension of up to 15 calendar days is available for Form 10-K and up to five calendar days for Form 10-Q. The extension period begins to run the day the report was due, and further extensions are not available. For example, a Form 10-Q that was due on a Saturday must be filed no later than the next Monday. The extension period under Rule 12b-25 would commence on Monday.
Therefore, assuming a five-day extension, the Form 10-Q must be filed no later than the following Monday to be considered timely filed.
If the issuer timely files the Form 12b-25 and represents the report is not timely filed because the registrant is unable to do so “without unreasonable effort or expense,” such report will be deemed filed on the filing due date for such report, if the issuer then files the report not later than the 15th calendar day (for a 10-K) or fifth calendar day (for a 10-Q) following the due date for the missed report.

Can an issuer obtain a filing extension for Form 8-K?

No. Rule 12b-25 filing extensions are not available for Form 8-K filings.

Does the failure to file periodic and current reports on time or at all subject the issuer to liability?

Yes. The failure by a Reporting Company to file a required annual, quarterly or current report constitutes a violation of Section 13(a) or Section 15, as applicable, of the Exchange Act and subjects the issuer to potential liability. The SEC could institute administrative proceedings against the late filer seeking revocation of its registration under the Exchange Act. These proceedings by the SEC are uncommon though, and typically aimed at recurring and egregious violations. In addition, the issuer is subject to liability under the antifraud provisions under the Exchange Act. The failure to file a Form 10-K, Form 10-Q or Form 8-K can be considered a failure by the issuer to disclose material information or a material omission. This can give rise to liability under Section 10(b) and Rule 10b-5 of the Exchange Act, which prohibit material misstatements and omissions in connection with the purchase or sale of securities. For Form 8-Ks, however, no failure to file under the following Items shall be deemed a violation of Section 10 of the Exchange Act and Rule 10b-5: 1.01, 1.02, 2.03-2.06, 4.02(a), 5.02(e), or 6.03.

What are the main consequences of a late filing?

Late filings can have severe consequences for issuers.
Late filings may have an impact on an issuer’s ability to remain listed on the NYSE or the NASDAQ. They will also impact an issuer’s ability to use a short-form registration statement on Form S-3 for both primary and secondary offerings and the issuer’s ability to maintain Well Known Seasoned Issuer (“WKSI”) status. If an issuer fails to file a periodic or current report on time or at all, the issuer is no longer considered to have timely filed all of the Exchange Act reports that it is required to file, which is one of the requirements to use Form S-3.
An issuer will not be eligible to use a Form S-3 for a period of 12 months. This will, in turn, limit the issuer’s ability to conduct certain types of registered securities offerings. For Form 8-Ks, there are some exceptions. Failure to file a Form 8-K within the required time period with respect to reportable events subject to Items 1.01, 1.02, 2.03-2.06, 4.02(a), or 5.20(e) will not affect an issuer’s eligibility to use Form S-3.
I In addition, until the late Form 10-K or Form 10-Q is filed the issuer will also lose its ability to file a Form S-8 registration statement and its Rule 144 eligibility. Form S-8 is a short-form registration statement used for offering securities under an employee benefit plan, and Rule 144 provides a safe harbor for the resale of restricted and control securities. These are temporary consequences, however, because neither Form S-8 nor Rule 144 requires that an issuer’s reports be filed timely, only that they are filed. Accordingly, once the periodic report is filed, even if late, the issuer has restored its ability to file or use a Form S-8 registration will have “current information” available for Rule 144.
Rule 144 specifically excludes Form 8-K reports from its requirement that an issuer must have adequate current information about itself publicly available. As a result, if an issuer fails to file a Form 8-K on time or at all, for purposes of Rule 144, the issuer is considered to have filed all of the Exchange Act reports required to be filed. As it relates to Form 8-Ks however, SEC guidance makes clear that the failure to file a Form 8-K may be considered prima facie evidence of a lack of sufficient disclosure controls under the Sarbanes-Oxley Act.
In addition, late filers also need to be aware of and consider company-specific consequences, such as whether a late filing will trigger an event of default under the terms of debt instruments or violate any other contractual covenants.