within approximately 75 days of closing to file required target and pro forma financial statements,
III. When Audited Financial Statements of a Target Must Be Included the Filings
A U.S. Public Company may have to include audited financial statements in connection with a significant acquisition in a current report on Form 8-K or in a registration statement. If a company is not yet a U.S. Public Company but it has filed a registration statement with the SEC, it may have to include audited financial statements in connection with a significant acquisition in that registration statement before the SEC will declare it effective.
Required Financial Information on Form 8-KA significant acquisition by a U.S. public company triggers an 8-K at three different points: (1) when the acquisition agreement is signed, (2) when the acquisition closes and (3) within approximately 75 days of closing to file required target and pro forma financial statements, unless they were previously filed in a registration or proxy statement. When filing the 8-K/A, the permitted age of the financial statements is determined by reference to the filing date of the closing 8-K.
“Signing” 8K: When a U.S. Public Company signs a definitive agreement to enter into a significant acquisition, it must file an 8-K within four business days disclosing entry into that material agreement and provide certain related information. The U.S. Public Company does not need to include the audited financial information regarding the business to be acquired in this 8-K, but may include such financial information on voluntary basis2.
Closing 8K: U.S. Public Companies must disclose that a significant acquisition has closed within four business days of such a closing. The U.S. Public Company does not need to include the audited
financial information regarding the business that was acquired in this 8-K, but may include such financial information on voluntary basis.
8K/A: Unless previously filed with the SEC, U.S. Public Companies must file audited financial information regarding the business that was acquired in an amendment to the 8-K that was filed at closing within 71 days of the due date of such initial 8-K, or 75 days of the execution date of the transaction.
Bullish
News 
Market Data 
Discover 
AI
