SEC settles with 8 companies over untimely reporting disclosures

Form NT (or Form 12b-25) is required when a company seeks additional time to meet its quarterly or annual financial reporting obligations. In filing Form NT, a company must explain why it needs the extra time, in addition to whether the delay is the result of anticipated changes in financial results.

In Thursday’s press release, the SEC said each of the eight companies announced restatements or corrections to financial reporting within two weeks of filing Forms NT that proved insufficient. The forms didn’t disclose the anticipated restatements or corrections as reasons for the late filings, nor did they indicate management at the firms anticipated a significant change in quarterly financials.

“Reporting companies are required to provide investors with timely, accurate, and full information with which investors can evaluate the significance of reporting delays,” said Anita Bandy, associate director in the SEC’s Enforcement Division, in the press release. “In these cases, due to the companies’ failure to include required disclosure in their Form 12b-25, investors relying on the deficient Forms NT were kept in the dark regarding the unreliability of the company’s financial reporting or anticipated material changes in operating results.”

Of the eight companies, three agreed to pay penalties of $50,000: Rokk3r, HQDA Elderly Life Network Corp., and Asta Funding. HQDA was found to have filed two deficient Forms NT, while Rokk3r (untimely Form 8-K) and Asta Funding (Form 10-Q outside the extension period) were singled out for other alleged filing lapses.

The other five companies each agreed to pay $25,000 for one allegedly deficient Form NT apiece: Fortem Resources, TruTankless, ShiftPixy, Daniels Corporate Advisory Company, and Igen Networks Corp.

The companies neither admitted nor denied the findings.

Use of Form NT to disclose anticipated changes in financial results has climbed from 16 percent in 2018 to 22 percent in 2020, according to research from Audit Analytics. New accounting standards for leases, revenue recognition, and credit losses (CECL) are cited among reasons for the increase.

Melissa Hodgman, acting director of the SEC’s Enforcement Division, touted data analytics in helping the agency to identify the allegedly deficient forms.

“Targeted initiatives like this allow us to efficiently address disclosure abuses that have the potential to undermine investor confidence in our markets if left unaddressed,” she stated.