Form 10-Q
A Form 10-Q is the quarterly report a US public company files for each of its first three fiscal quarters, with unaudited financial statements, due 40 or 45 days after quarter end.
Last verifiedWhat it is
Domestic SEC registrants file a 10-Q for each of the first three fiscal quarters; the fourth quarter is covered by the annual 10-K. The financial statements are unaudited but reviewed by the company's independent accountant.
Deadlines
| Filer status | Due after quarter end |
|---|---|
| Large accelerated filer | 40 days |
| Accelerated filer | 40 days |
| Non-accelerated filer (most small caps) | 45 days |
A company that cannot file on time may file a Form 12b-25 (NT 10-Q) for an automatic five-calendar-day extension. Filing late can cost Form S-3 eligibility for 12 months and can trigger an exchange deficiency notice.
What to read first in a small cap
- Balance sheet and cash flow statement: cash, debt and operating cash burn, the inputs to cash runway.
- Liquidity and Capital Resources (MD&A): management's own statement about funding needs, and any going concern language.
- Equity footnote: authorized shares, shares issued during the quarter, warrants, convertibles and ATM usage.
- Subsequent events note: financings and other events after quarter end but before filing.
- Cover page: shares outstanding as of a recent date, often weeks after quarter end.
Worked example
Hypothetical: Company X's 10-Q for the quarter ended June 30 shows 42,000,000 shares outstanding at June 30, but the cover page reports 51,000,000 as of August 10. The subsequent events note explains that 9,000,000 shares were sold under its ATM in July. The share count rose about 21% in six weeks.
How to spot it
Search EDGAR or the Signal8 SEC filings feed for form type 10-Q. See 10-Q and 10-K: what to read first.
Guides that use this term
- How to Check a Penny Stock for Dilution in 20 MinutesA six-step filing checklist for dilution risk in a small-cap stock. What to open on EDGAR, which phrases to search for, and the four numbers to write down.
- What Is an ATM Offering? At-the-Market Sales ExplainedWhat an at-the-market (ATM) offering is, how the sales agreement and 424B5 work, how fast an ATM can sell shares, and where its sales show up in later filings.
- Warrant Overhang: How to Count Shares Not Issued YetWhat warrant overhang is, how to total it from the warrant table in a 10-Q, and how cash, cashless and pre-funded exercises change the eventual share count.
- Cash Runway: How to Calculate It From a 10-QHow to calculate cash runway from a 10-Q: find the cash, measure monthly burn, adjust for the time since quarter end, and read the notes that change the number.
- Going Concern Warning: What Substantial Doubt MeansWhat a going concern warning means, who decides there is substantial doubt, where it appears in a 10-K or 10-Q, and how to check the cash math behind it.
- Toxic Convertible Notes: How Variable Pricing WorksToxic convertible notes explained: how variable conversion prices, VWAP discounts and lookback windows work, and what happens to share counts with no floor.
Related terms
Check any ticker for dilution
DilutionScan reads each covered company's SEC filings and lists its warrants, convertibles, ATM programs, shelves and S-1s on one page, with a dilution rating and cash runway.
Definition from the Signal8 Academy glossary. Educational content only. DilutionScan and Signal8 are not broker-dealers or investment advisers, and nothing here is a recommendation to buy or sell any security.