Missing a 10-K or 10-Q deadline isn't automatically a disaster — but only if you handle the Form 12b-25 (NT) correctly. This tool computes your options and the downstream effects.
What this tool does
You enter the filing, deadline, and reason; it computes the NT extension (five calendar days for a 10-Q, fifteen for a 10-K), whether you qualify, and the effect on S-3 and exchange status.
Who it's for
Controllers and CFOs staring down a deadline they might miss.
How to use it — step by step
- Enter the filing and deadline. 10-K or 10-Q and the original due date.
- State the reason. Audit delay, restatement, resource constraints, and so on.
- Read the extended deadline. The NT window and whether the extension is available to you.
- Note the consequences. S-3 eligibility, exchange notices, and Item 4.02 if a restatement is involved.
How to read your result
An NT buys you a short, defined extension if you file it on time and can represent the delay couldn't be cured without unreasonable effort. Watch the downstream S-3 and exchange effects.
Worked examples
The same tool behaves differently depending on what you put in. Here are 3 situations.
Audit not finished
Inputs: A 10-K delayed by audit timing.
What the tool shows: Computes the 15-calendar-day NT-10-K extension and the representation you must make.
What to do: File the NT on time; use the extra days.
A restatement is behind the delay
Inputs: Non-reliance on prior statements.
What the tool shows: Escalates to Item 4.02 territory alongside the NT — a multi-filing response.
What to do: Coordinate the 4.02, the NT, and counsel.
You're an S-3 user
Inputs: You rely on Form S-3 to raise.
What the tool shows: Flags that a late 10-K/10-Q can cost S-3 eligibility for 12 months.
What to do: Weigh the financing impact before you slip.
Common questions
How long is an NT extension? Five calendar days for a 10-Q, fifteen for a 10-K — if filed on time and you qualify.
Is the extension automatic? No — you must file the NT and make a good-faith representation.
Does this replace counsel? No — verify with SEC counsel, especially with a restatement.