Every year, Mintz provides analysis of the regulatory developments affecting public companies as they approach fiscal year-end filings with the Securities and Exchange Commission and annual shareholder meetings. This memorandum highlights key considerations to guide you through the 2025 year-end reporting process.

Read about an amendment to Nasdaq Listing Rule 5810(c)(3)(A), approved by the SEC on October 7, 2024, which affects companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum bid price requirements.

Read about the new accelerated filing deadlines for ownership reporting on Schedule 13G that take effect on September 30, 2024 and the requirements for different types of investors.

The SEC issued five new Compliance & Disclosure Interpretations (C&DIs) relating to the materiality assessment and disclosure requirements of material cybersecurity incidents under Item 1.05 of Form 8-K.

Read about a recent statement from Erik Gerding, Director of the SEC’s Division of Corporation Finance, which provided clarification regarding the disclosure of cybersecurity incidents by reporting companies.

Starting today, Tuesday, May 28, 2024, the amendments to Securities Exchange Act Rule 15c6-1 take effect, shortening the settlement cycle for most broker-dealer securities transactions to the trade date plus one business day (T+1) from the trade date plus two business days (T+2). In this alert, we discuss the T+1 settlement cycle and best practices for issuers to mitigate compliance issues and reduce the risk of failed settlements.

Read about how the SEC’s final rules relating to special purpose acquisition companies (SPACs) and other shell companies, which take effect on July 1, 2024, and the agency’s recent guidance on reverse mergers are likely to impact SPAC-related transactions and alternative capital raising transactions.

Read about the Fifth Circuit’s December 19 opinion vacating the Securities and Exchange Commission’s share repurchase disclosure rules, which were adopted in May 2023 and became effective on July 31, 2023.

Read about the SEC’s amendments to the rules, adopted on October 10, 2023,  governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934.

For US public companies with a second fiscal quarter ending on June 30, it’s time to evaluate whether to seek classification as a smaller reporting company by the SEC, which entails fewer disclosure requirements.