A Securities and Exchange Commission filing which is submitted in anticipation of a deadline-related delay for other key SEC filings. A Form 12b-25 submission is also referred to as a Notification of Late Filing.
When companies become aware that they cannot possibly meet critical SEC deadlines, they may file a Form 12b-25 in order to avoid significant penalties. When filing, a company must explain why their filings are late and must give notice if it anticipates that there will be any significant changes, revelations or surprises related to the late filing as compared with the same filing from the previous fiscal quarter, fiscal year, etc.
Although investors may be understandably concerned that a Form 12b-25 submission signals that a company is experiencing difficulty, there are a number of relatively innocuous reasons why a Form 12b-25 may need to be filed. It is now increasingly understood that smaller companies may have particular trouble repeatedly meeting the strict deadlines imposed by the SEC, simply because required filings generally take a significant amount of time and resources to compile. It is therefore especially important for smaller companies to work with experienced attorneys and accountants who are dedicated, focused, efficient and generally have nothing better to do than file SEC reports in a timely manner.
Executive: “Looks like we’re going to need to file a Form 12b-25 for our Form 10-K.”
Attorney: “Why is it going to be late?”
Executive: “The entire accounting department is at Coachella.”