What Form 8-K disclosure is required regarding unregistered sales of equity securities?
The disclosure of unregistered sales of equity securities, including debt instruments that are convertible into common stock and common stock options, has been moved from Form 10-Q and Form 10-K to Item 3.02 of the new Form 8-K if securities sold in the aggregate since a company’s last report constitute at least 1% of its outstanding securities (not calculated on a fully diluted basis). Unregistered sales of equity securities not reaching that threshold will still be reported in Form 10-Q and Form 10-K. Such issuances commonly arise in connection with private placements, including the issuance of convertible debt under Rule 144A, in PIPE transactions, and in M&A transactions. Also the conversion of convertible debt into equity and exchanges of debt for equity under Section 3(a)(9) of the Securities Act may trigger this disclosure. Item 3.02 makes it clear that the filing obligation is triggered when the company enters into a binding agreement to sell the equity securities even if the a
