The amendments to Items 101, 103, and 105 of Regulation S-K that were adopted by the SEC on August 26, 2020 (discussed in our previous client alert, available here) were published in the Federal Register today, October 8, 2020. As a result, the amendments will go into effect on Monday November 9, 2020 (the first business day following 30 days after publication in the Federal Register). November 9 is also the last day for calendar companies that are large accelerated filers or accelerated filers to file the Q3 10-Q.
Despite some arguments that S-K Item 105 does not apply to Part II, Item 1A of Form 10-Q, pending any interpretive guidance from the SEC staff, registrants filing a Form 10-Q on or after November 9, 2020 that voluntarily repeat all their risk factors in each Form 10-Q should consider complying with Item 105's new requirements for risk factors. This means that risk factors should be grouped under relevant headings and any risk factor discussion exceeding 15 pages should include a “a series of concise, bulleted or numbered statements that is no more than two pages" summarizing the principal risk factors.