Form 8-K
Also called: 8-K, current report, Form 8-K
The SEC current report a public company files, generally within four business days, to disclose specified material events such as agreements, offerings, executive changes and listing notices.
Last verified
What it is
Between quarterly and annual reports, companies must report certain events on Form 8-K. Each event falls under a numbered Item, and most must be reported within four business days of the event. Some items are voluntary or furnished rather than filed.
Items that matter most in small caps
| Item | Event |
|---|---|
| 1.01 | Entry into a material definitive agreement (purchase agreements, notes, equity lines) |
| 2.02 | Results of operations (earnings releases) |
| 2.03 | Creation of a direct financial obligation |
| 3.01 | Notice of delisting or failure to satisfy a listing rule |
| 3.02 | Unregistered sales of equity securities |
| 3.03 | Material modification of rights of security holders |
| 5.02 | Departure or appointment of directors or officers |
| 5.03 | Amendments to articles or bylaws, including reverse splits |
| 7.01 / 8.01 | Regulation FD disclosure / other events |
| 9.01 | Financial statements and exhibits |
The exhibits listed under Item 9.01 are often the most informative part: the actual agreements, warrant forms and press releases.
Worked example
Hypothetical: Company X files an 8-K on Thursday covering Items 1.01, 3.02 and 9.01. Item 1.01 describes a securities purchase agreement for a $2,000,000 convertible note; Item 3.02 says the note and warrants were sold without registration; Exhibit 10.1 is the purchase agreement and Exhibit 4.1 the note. Reading the conversion price definition in Exhibit 4.1 tells you how many shares the note could become.
Why it matters
The 8-K is usually the first formal disclosure of financings, listing problems and management changes. The item numbers let you triage quickly before reading.
How to spot it
Filter EDGAR or the Signal8 SEC filings feed by form type 8-K and read the item list at the top. See 8-K item codes.
Related terms
Guides that use this term
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