SEC investigations found that each of the 10 companies named today failed to make the required 8-K disclosure for a stock dilution scenario. Three of the companies additionally failed to use accurate numbers when later reporting the dilution of their common stock in quarterly or annual reports. The companies all agreed to settle the SEC’s charges, and the agency assessed a total of $350,000 in penalties.
“Public issuers must ensure that their SEC filings contain all required information so that investors can base decisions on current and accurate information,” said Andrew J. Ceresney, Director of the SEC’s Division of Enforcement. “These enforcement actions reinforce the ongoing need for full disclosure to shareholders concerning an issuer’s entry into highly dilutive financing agreements.”
According to the SEC’s orders instituting settled administrative proceedings against the companies, the following disclosure regulations are at issue:
Under Item 1.01 of Form 8-K, a registrant must disclose within four business days its entry into a material definitive agreement.
Under Item 3.02 of Form 8-K, a smaller reporting company must disclose within four business days the unregistered sales of equity securities unless they constitute less than five percent of the number of last reported shares outstanding of the class of equity securities sold.
In Form 10-Q or 10-K (quarterly or annual reports), issuers must disclose the number of outstanding shares of their common stock as of the latest practicable date, and the information must be true, correct, and complete.
