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Thompson Hine LLP, a full-service business law firm with approximately 400 lawyers in 8 offices, was ranked number 1 in the category “Most innovative North American law firms: New working models” by The Financial Times and was 1 of 7 firms shortlisted for The American Lawyer’s inaugural Legal Services Innovation Award. The firm has been recognized by the National Law Journal as a Legal Technology Trailblazer and featured by Bloomberg for its innovative service delivery models, which drive accuracy and predictability. The firm’s commitment to innovation is embodied in Thompson Hine SmartPaTHTM – a smarter way to work – predictable, efficient and aligned with client goals. For more information, please visit ThompsonHine.com and ThompsonHine.com/SmartPaTH.

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On March 25, 2020, the Securities and Exchange Commission (SEC) <a href="https://www.sec.gov/rules/exorders/2020/34-88465.pdf" target="_blank" rel="noopener">issued an order</a> (Order) extending the filing periods for certain public reporting companies affected by COVID-19 and exempting certain registrants and persons from furnishing proxy statements, information statements, annual reports and other soliciting materials. The Order supersedes the SEC’s March 4, 2020 order that provided conditional reporting relief.

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The Order provides registrants and related filers with a 45-day extension to make certain Exchange Act of 1934 (Exchange Act) filings,<a title="" href="#_edn1" name="_ednref1">[1]</a> such as quarterly and annual reports, beneficial ownership reports, proxy solicitations and information statements, that would otherwise have been due between March 1, 2020 and July 1, 2020, subject to the satisfaction of certain conditions.

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A registrant, or the person required to make filings with respect to the registrant, who is relying on the Order must satisfy the following conditions:

For each current report filed pursuant to the second condition above, a registrant must include a brief description of the reasons it cannot make the filing on time and an estimate of when the filing will be made, along with a statement that it is filing the current report in reliance on the Order. The current report must also include one or more risk factors specifying COVID-19’s impact, if material, on the registrant’s business. If the filing delay is due to the inability of someone other than the registrant to provide a required opinion, report or certification, the current report must include a signed statement by that person explaining the basis of their delay.

If a registrant meets the foregoing conditions and has filed the current report, it does not need to file a Notification of Late Filing on Form 12b-25.

Proxy and Information Materials Exemptions

The Order exempts registrants and other persons from Exchange Act requirements to furnish proxy statements, information statements, annual reports and other soliciting materials (Proxy and Information Materials) when mail delivery is not possible. However, the exemption only applies if the registrant or person soliciting has made a good faith effort to furnish the Proxy and Information Materials to the security holder in accordance with the applicable rules and regulations and the common carrier customarily used by the registrant has suspended service to the security holder’s mailing address due to COVID-19.

Owen J. Pinkerton 202.263.4144 <a href="mailto:Owen.Pinkerton@Thompsonine.com">Owen.Pinkerton@Thompsonine.com</a>

Rob D. Powell 614.469.3274 <a href="mailto:Rob.Powell@ThompsonHine.com">Rob.Powell@ThompsonHine.com</a>

Additional Resources

We have assembled a firmwide multidisciplinary task force to address clients’ business and legal concerns and needs related to the COVID-19 pandemic. Please see our <a href="https://www.thompsonhine.com/services/covid-19-task-force" target="_blank" rel="noopener">COVID-19 Task Force</a> page for additional information and resources.

This advisory bulletin may be reproduced, in whole or in part, with the prior permission of Thompson Hine LLP and acknowledgment of its source and copyright. This publication is intended to inform clients about legal matters of current interest. It is not intended as legal advice. Readers should not act upon the information contained in it without professional counsel. This document may be considered attorney advertising in some jurisdictions.

<a title="" href="#_ednref1" name="_edn1">[1]</a> Specifically, the Order provides that any “registrant … subject to Exchange Act Section 13(a) or 15(d), and any person required to file with respect to such registrant, is exempt from any requirement to file or furnish materials and any amendment thereto with the Commission under Exchange Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A, 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable.”

SEC Order Extends Reporting and Delivery Exemptions for Certain Public Companies

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