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The SEC Issues Disclosure Guidance on Reverse Merger Forms 8-K

Yesterday the Division of Corporation Finance issued informal disclosure guidance summarizing some of the more common issues that come up in the Staff’s review of the Forms 8-K filed following a reverse merger or similar change in control transaction with a shell company. This Form 8-K is sometimes referred to informally as a “Super 8-K” because, among other things, it must contain all of the information required in an Exchange Act Form 10 filing, including audited financial statements, and must be filed within the four business day window following the close of a transaction.

Some of the issues touched on in the guidance include:

  • the disclosure requirements in the case of an acquisition of assets, whether structured as a purchase, lease, exchange, merger, consolidation, succession or otherwise;
  • the need for change in control disclosure;
  • historical and pro forma financial statement disclosure;
  • requirements regarding exhibits; and
  • some of the Form 10 disclosure requirements, including past and planned business activities, corporate holding structures, risk factors, MD&A disclosure, director and executive officer disclosure, executive compensation, related party transactions and recent sales of unregistered securities.
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