On Wednesday, April 12, 2017, a final rule became effective that added two new “check box” items to the covers of Securities Act and Exchange Act forms relating to an issuer’s status as an emerging growth company (EGC). Specifically, the two check boxes require an issuer to indicate whether, at the time of filing of the particular form, the issuer is an EGC and whether it has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act and Section 13(a) of the Exchange Act. This rule will modify the covers of Securities Act Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3 and F-4 and Exchange Act Forms 10, 8-K, 10-Q, 10-K, 20-F and 40-F.
The check box modifications to the covers of these Securities and Exchange Commission (SEC) forms were included among inflation adjustments and other technical amendments under Titles I and III of the JOBS Act. As a result, it is possible that many filers missed the changes affecting the covers of these SEC forms. Because many SEC filers typically use their past filings as forms for any new filing, it will be important for them to remember to update the covers of these precedents.