Legal Definitions - non-accelerated filer

A non-accelerated filer is a specific classification for publicly traded companies that are required to submit regular financial reports to the U.S. Securities and Exchange Commission (SEC). This category applies to companies that do not meet the criteria to be designated as a "large accelerated filer" or an "accelerated filer," which typically have higher public market values and faster reporting deadlines. Non-accelerated filers are also distinct from "smaller reporting companies," which have different financial thresholds.

The primary distinction for non-accelerated filers lies in the deadlines for their financial disclosures:

• They have 90 days after their fiscal year-end to file their annual report (Form 10-K).
• They have 45 days after their fiscal quarter-end to file their quarterly report (Form 10-Q).

Additionally, any company that has just completed an Initial Public Offering (IPO) is initially categorized as a non-accelerated filer, regardless of its market value, giving it more time to adapt to public company reporting requirements.

Examples:

• Newly Public Company (IPO):

  Imagine "Quantum Innovations Inc." is a cutting-edge technology startup that has just completed its Initial Public Offering (IPO), making its shares available for public trading. Even if Quantum Innovations raises a substantial amount of capital and has a high initial market valuation, the SEC automatically classifies it as a non-accelerated filer for its first year of public reporting. This classification grants Quantum Innovations the standard 90 days to file its annual Form 10-K and 45 days for its quarterly Form 10-Q, providing its new public company accounting and legal teams with crucial time to establish robust reporting processes.

• Established Company with Moderate Market Value:

  Consider "Midwest Manufacturing Co.," a publicly traded company that produces industrial components. Midwest Manufacturing has been listed on a stock exchange for over a decade, but its total market capitalization (the total value of its outstanding shares) has consistently remained below the thresholds that would classify it as an accelerated or large accelerated filer. As a result, Midwest Manufacturing operates as a non-accelerated filer. This status allows the company to benefit from the extended deadlines for submitting its financial reports, such as having 90 days to file its annual 10-K, which can be advantageous for a company with a more streamlined administrative structure.

• Company Experiencing a Decline in Market Value:

  "Global Retail Solutions Inc." was once a rapidly growing public company, classified as an "accelerated filer" due to its significant market capitalization. However, after several challenging quarters and a substantial drop in its stock price, Global Retail Solutions' market value fell below the required threshold for accelerated filers. Consequently, the company's status automatically changed to a non-accelerated filer. This reclassification provides Global Retail Solutions with more time to prepare its financial disclosures, shifting its 10-K deadline from 75 days to 90 days and its 10-Q deadline from 40 days to 45 days, offering some operational flexibility during a period of business adjustment.