EAP Approval: Does SEC require disclosure? If so, when? A review of Form 8-K rules.
Speculation about EAP approval is rampant leading up to tomorrow's call. A lot of folks think that if we have already received EAP approval, CTSO is required to have disclosed it by now and could not hold the news until tomorrow. So let's review the SEC rules for Form 8-K.
Companies have to file an 8-K within 4 business days for events that fit under all of the following categories:
- Section 1: Registrant's Business and Operations
- Section 2: Financial Information
- Section 3: Securities and Trading Markets
- Section 4: Matters Related to Accountants and Financial Statements
- Section 5: Corporate Governance and Management
- Section 6: Asset-Backed Securities
- Section 9: Financial Statements and Exhibits
Notice that two sections are missing: Section 7 (Regulation FD) and Section 8 (Other Events). Regulation FD is selective disclosure of material information and requires public disclosure as soon as possible with a max time of 24 hours / 1 business day; other means like press releases can be used. Section 8 covers anything a company believes is important but is not specifically required elsewhere in the 8-K; because this is voluntary, there is no filing deadline.
Of the categories that require 4-day business disclosure, the only one that could possibly apply seems like Section 1, specifically "Item 1.01 – Entry into a Material Definitive Agreement". But just getting EAP approval hardly seems to amount to an agreement or contract. It is an award/designation for an entirely voluntary program.
Section 7 does not apply unless they have disclosed the news to a select group of investors or other parties. We know though there are investment conferences on Monday and Tuesday next week, but we know of no other meetings prior to tomorrow.
So that leaves Section 8, which has no deadline.
In 2011 for CE Mark, the company used a press release and conf call. They filed an 8-K, citing Section 7 and Section 9.
Thus, CTSO can indeed hold EAP approval until tomorrow.
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cgwad80 • 7 minutes ago
