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Form NT 15D2 Filings

SEC Form NT 15D2 is a formal filing used by issuers to notify the SEC that they are unable to timely file a special financial report required under Rule 15d-2 of the Securities Exchange Act of 1934.

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What Is SEC Form NT 15D2?

SEC Form NT 15D2 is an important filing required under Rule 12b-25 of the Securities Exchange Act of 1934. It is used by companies to officially notify the Securities and Exchange Commission (SEC) that they cannot timely file a special financial report required under Rule 15d-2.

This form is typically filed when a company becomes subject to a Rule 15d-2 special financial report obligation because its registration statement did not include audited financial statements for the last full fiscal year, and additional time is needed to complete the required report. Companies and researchers often monitor these late filing notices when reviewing timing-related disclosure events.

Form NT 15D2 ensures transparency by formally notifying investors and regulators that a required special financial report will be filed late and stating the reasons for the delay. It does not replace the underlying report, which must still be filed under cover of the form appropriate for the issuer’s annual reports if the Rule 12b-25 conditions are met.

Key elements typically found in SEC Form NT 15D2 include:

  • Name of the issuer
  • Address of the principal executive office
  • Identification of the delayed special financial report
  • Explanation of why the report could not be filed on time
  • Statement regarding whether the delay could be eliminated without unreasonable effort or expense
  • Contact information and any required exhibit under Rule 12b-25(c) if applicable

SEC Form NT 15D2 Filing Deadlines

SEC Form NT 15D2 has event-driven timing requirements that companies must follow when a Rule 15D-2 special financial report cannot be filed on time. These deadlines are crucial for ensuring regulatory compliance and providing proper notice to investors.

Filing Stage Timeline Details
Original Special Report Due Date Later of 90 days after the effective date of the registration statement or four months after the end of the registrant’s latest full fiscal year This is when the Rule 15d-2 special financial report is due
NT 15D2 Filing No later than one business day after the original due date Filed electronically with the SEC under Rule 12b-25
Extended Report Due Date 15 calendar days after the original due date The special financial report must be filed within the extension period if Rule 12b-25 conditions are satisfied
NT 15D2/A Amendment As needed Used to amend a previously filed NT 15D2 if necessary

Key Things to Know About Form NT 15D2 Filing Rules

  • Special Report Obligation Is Event-Driven: Form NT 15D2 applies when Rule 15d-2 requires a special financial report because audited financial statements for the last full fiscal year were not included in the registration statement.
  • Timely Notice Is Required: To obtain Rule 12b-25 relief, the issuer must file Form NT 15D2 no later than one business day after the original due date of the special financial report.
  • The Underlying Report Still Must Be Filed: Form NT 15D2 does not replace the required special financial report. The issuer must still file the report within the Rule 12b-25 extension period for the notice to provide effective relief.
  • The Filing Must Explain the Delay: The form requires the issuer to describe in reasonable detail why the special financial report could not be filed on time.
  • Amendments May Be Filed: If needed, issuers may submit an amended notice on Form NT 15D2/A.

To monitor special report delays, periodic filing activity, and related disclosure timing issues, our platform helps you follow SECfiling insights alongside other SEC reporting activity.

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