NT 10-K and NT 10-Q Late Filing Notices Explained
NT 10-K and NT 10-Q explained: the Rule 12b-25 extension of 15 or 5 days, what the notice must disclose, and what happens if the report is still late.
What is an NT 10-K or NT 10-Q?
An NT 10-K or NT 10-Q is a Form 12b-25 notification of late filing, filed when a company cannot file its annual or quarterly report on time (NT 20-F and NT 11-K cover other reports). Under Exchange Act Rule 12b-25 it buys a short extension: 15 calendar days for an annual report and 5 calendar days for a quarterly report.
If the company files the report within that extension, the report is treated as filed on time. If it does not, the company is delinquent, with consequences that include an exchange deficiency notice and the loss of Form S-3 eligibility.
An NT filing is not by itself a sign of trouble. Some are filed because an acquisition closed late in the quarter or an auditor needs a few more days. But the notice must explain the reason, and that explanation is worth reading.
The 10-K and 10-Q deadlines behind an NT filing
The due date depends on the company's filer status, which is based mostly on its public float (see what to read first in a 10-Q or 10-K).
| Filer status | 10-K due after fiscal year end | 10-Q due after quarter end |
|---|---|---|
| Large accelerated filer | 60 days | 40 days |
| Accelerated filer | 75 days | 40 days |
| Non-accelerated filer | 90 days | 45 days |
Most small-cap companies are non-accelerated filers. When a deadline falls on a weekend or federal holiday, it moves to the next business day.
How the Rule 12b-25 extension works
The NT form must be filed no later than one business day after the report's original due date. In it, the company represents that:
- the reasons for the delay could not be eliminated without unreasonable effort or expense;
- the report will be filed on or before the 15th calendar day (annual) or 5th calendar day (quarterly) after the due date; and
- if the delay involves the accountant, the accountant's statement explaining why is attached as an exhibit.
For a quarterly report the arithmetic is the same with 5 days. A non-accelerated filer's 10-Q for the quarter ended September 30 is due 45 days later, November 14 (before any weekend adjustment); the 12b-25 extension runs to November 19.
What an NT 10-K notice must disclose
The form has four parts:
- Part I: registrant information.
- Part II: the representations listed above.
- Part III, Narrative: the reasons the report could not be filed on time, in reasonable detail.
- Part IV, Other information: a contact person, whether all other required reports have been filed, and whether the company anticipates a significant change in results of operations from the prior-year period that will be reflected in the report. If yes, it must explain the change and, where possible, give a quantitative estimate.
Part III and Part IV are where the substance is. Common reasons stated in Part III include:
| Stated reason | What it usually involves |
|---|---|
| Additional time to complete the audit or review | Auditor workload, a new auditor, or open questions |
| Completion of financial statements of an acquired business | A recent acquisition |
| Evaluation of an accounting matter or possible restatement | Questions about prior numbers; may lead to an Item 4.02 8-K |
| Assessment of the company's ability to continue as a going concern | The auditor and management evaluating going concern language (going concern warnings) |
| Change of auditor | Often also disclosed on an Item 4.01 8-K |
The Part IV estimate is sometimes the first public indication of a quarter's results, because it can describe the expected revenue or net loss change before the full report arrives.
What happens if the report is still late
Exchange deficiency
Under Nasdaq Listing Rule 5250(c)(1), a company that has not filed its periodic report by the deadline, including any valid 12b-25 extension, receives a deficiency notice and must disclose it on an Item 3.01 8-K within four business days. It then has 60 calendar days to submit a plan to regain compliance, and Nasdaq staff can grant up to 180 calendar days from the original due date. The NYSE has a comparable late-filer process. See Nasdaq deficiency notices.
Loss of S-3 eligibility
Using a Form S-3 shelf registration (S-1 vs S-3 and the baby shelf) requires, among other things, that the company has filed all required Exchange Act reports in a timely manner for the past 12 months. A report filed within a properly claimed 12b-25 extension counts as timely. A report filed after the extension does not, and the company loses S-3 eligibility until it has a clean 12 months. For a company that relies on a shelf for financing, this can shut off at-the-market sales and shelf takedowns and push it toward slower, more expensive forms of registration such as an S-1.
Rule 144 current information
Affiliates and holders of restricted shares relying on Rule 144 need the company to have current public information available. A delinquent issuer can prevent those resales until it catches up. See the Form 144 guide.
Repeated delinquency
If a company stays delinquent long enough, the exchange can move to delist, ending in a Form 25 (see Form 25 and Form 15). The SEC can also suspend trading in, or revoke the registration of, a long-delinquent filer.
How to check a company on Signal8
- NT 10-K and NT 10-Q notices appear in the live SEC filings feed as they are accepted.
- The Distress scanner lists companies with a recent late-filing notice (NT 10-K, 10-Q or 20-F), and the Delist Watch scanner companies with exchange deficiency notices, including late-filing deficiencies.
- A company's Filings tab shows whether the report followed the notice, for example AAPL's filings.
FAQ
What is an NT 10-K?
An NT 10-K is a notification of late filing on Form 12b-25 for an annual report on Form 10-K. It tells the SEC and the market that the 10-K will not be filed on time, explains why, and claims a 15-calendar-day extension. If the 10-K is filed within those 15 days, it is treated as timely. The equivalent for a quarterly report is the NT 10-Q.
How long is the NT 10-Q extension for a late 10-Q?
Five calendar days after the original due date, provided the NT 10-Q is filed no later than one business day after that due date. For example, a 10-Q due November 14 can be filed as late as November 19 and still be treated as timely. Annual reports on Form 10-K or 20-F receive 15 calendar days instead.
Does filing an NT 10-K mean a company is in trouble?
Not necessarily. Some companies file NT forms for routine reasons, such as completing the accounting for a recent acquisition or giving the auditor a few more days. Others cite going concern evaluations, restatements or auditor changes. The Part III narrative states the reason, and Part IV says whether results will change significantly from the prior year. Read both rather than treating every notice alike.
What happens if a company misses the 12b-25 extended deadline?
The report is late. On Nasdaq, the company receives a deficiency notice under Rule 5250(c)(1) and must disclose it on an 8-K under Item 3.01. It also loses Form S-3 eligibility until it has 12 months of timely filings, and affiliates may be unable to rely on Rule 144 until the company is current again.
See it on DilutionScan
Companies DilutionScan covers, with the instruments read from their SEC filings. Open one to see each instrument and the filing it came from.
- GNSGenius Group Limited8 warrant series, 1 convertible, 1 ATM program, 3 shelf registrations and 2 completed offerings on file
- SMXSMX (Security Matters) Public Limited Company Ordinary Shares10 warrant series, 8 convertibles, 2 equity lines, 4 shelf registrations, 4 S-1 registrations and 2 completed offerings on file
- MLGOMicroAlgo, Inc. Ordinary Shares2 warrant series, 5 convertibles and 2 shelf registrations on file
- HOLOMicroCloud Hologram Inc. Ordinary Shares2 warrant series, 1 convertible, 3 shelf registrations and 2 completed offerings on file
Terms in this guide
- 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.
- Going concern warning
- A going concern warning is a disclosure of substantial doubt about a company's ability to keep operating and meet its obligations for one year after its financial statements are issued.
- Form S-3
- Form S-3 is the short-form SEC registration statement eligible reporting companies use for shelf offerings, letting them incorporate existing filings by reference and sell securities quickly.
- Deficiency notice
- A deficiency notice is an exchange letter telling a listed company it no longer meets a continued listing requirement, such as the $1.00 minimum bid price, and starts a compliance period.
- Rule 144
- Rule 144 is the SEC safe harbor that lets holders publicly resell restricted or control securities without registration once conditions such as a holding period are met.
Related guides
- Nasdaq Deficiency Notices and the $1 Bid Price RuleNasdaq deficiency notices explained: the $1 minimum bid price rule and its 180-day periods, equity and late-filing standards, and the 2025 reverse split limits.
- 8-K Item Codes Explained: Items 1.01 to 9.018-K item codes explained: what Items 1.01, 2.03, 3.01, 3.02, 5.02 and 9.01 mean, the four-business-day rule, and the item combinations that flag a financing.
- Form 25 vs Form 15: Delisting vs DeregistrationForm 25 vs Form 15 explained: how delisting removes a stock from an exchange, how deregistration ends SEC reporting, who files each and the timelines.
- Form 144 Explained: Notice of Proposed SaleForm 144 explained: who files a notice of proposed sale, the 5,000-share and $50,000 thresholds, Rule 144 volume limits, and why it does not prove a sale.
- 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.
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.
This guide is from the Signal8 Academy, the research team behind DilutionScan. 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.