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ARTICLE · 17 FEBRUARY 2023

Navigating Loss Of WKSI Status

A company may potentially lose WKSI status upon filing its Form 10-K or Form 20-F. To assist public companies in addressing this issue, we have prepared the following memo on navigating loss of WKSI status.

United StatesCorporate/Commercial Law
Sean M. Donahue
Sean M. Donahue
Lauren Visek
Lauren Visek
Eduardo Aleman
Eduardo Aleman

A company may potentially lose WKSI status upon filing its Form 10-K or Form 20-F. To assist public companies in addressing this issue, we have prepared the following memo on navigating loss of WKSI status.

The SEC Staff has outlined specific procedures that a company can follow when it is going to lose WKSI status upon the filing of its Form 10-K or Form 20-F to ensure that it may continue to offer and sell securities off of its existing automatic shelf registration statement pending the effectiveness of a new non-automatic shelf registration statement or post-effective amendment. These procedures are outlined in Securities Act Rules CDI 198.06 and further discussed in our memo.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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