The PR stating SpectraScience bought the assets of
Post# of 1023
Whenever the term '8K' is used in online forums, its incredible how quickly the nay-sayers instantly transform into professional lawyers who insist an 8K MUST come out, "or else its all over" (it's funnier if you wave your finger back and forth like someone is in trouble when you read "or else its all over" ).
You see, 8Ks have both extremely specific requirements and allowances which make it difficult to figure out if an 8K is actually going to occur.
We could quote Section 8 on the instructions for Form 8-K:
Quote:
Section 8 Other Events
Item 8.01 Other Events (The registrant can use this Item to report events that are not specifically called for by Form 8-K, that the registrant considers to be of importance to security holders.)
This is saying that, if the PR were to fall under this category, SCIE doesn't have to report it to us unless they're in a real jolly mood and want to.
We could get really serious and strict and say, "No no no, an 8K is ABSOLUTELY REQUIRED BECAUSE IT SAYS SO IN Item 2.01 "
Item 2.01 Completion of Acquisition or Disposition of Assets
Quote:
Item 2.01 (Completion of Acquisition or Disposition of Assets) calls for the filing as an exhibit in certain circumstances of financial statements of businesses acquired, pro forma financial information and copies of the plan of acquisition or disposition.
Even here though, the PR says, "has acquired the assets of Oncoscope". It never said the acquisition was completed yet. Did you read the words, "acquisition completed" in the PR? I sure didn't.
Item 2.01 states that an 8K is required for the Completion of Acquisition , which means, if SCIE and Oncoscope haven't completed the acquisition yet.. we ain't going to see an 8K.
We could argue, according to item 2.02, "Results of Operations and Financial Condition" demands SCIE furnish us with an 8K. But then again... I beg to differ.
Quote:
Item 2.02 (Results of Operations and Financial Condition) calls for the furnishing as an exhibit of the text of any public announcement or release disclosing material non-public information regarding the company’s results of operations or financial condition for a completed quarterly or annual fiscal period
Which to me makes it sound like the upcoming 10-K would talk about Oncoscope.
You might argue Item 2.03 would force SCIE to give us an 8K. Nope.
Quote:
Item 2.03 The company becomes directly or contingently liable for an obligation that is material to the company arising out of an off-balance sheet arrangement
And if youre still stuck on the notion that the words "acquisition" and "must file an 8K" go hand in hand, I suppose I can introduce you to Section 205, titled, "INTERPRETIVE RESPONSES REGARDING PARTICULAR SITUATIONS"
Quote:
Section 205.
Item 2.01 Completion of Acquisition or Disposition of Assets
205.01 Item 2.01 of Form 8-K, which calls for disclosure of the acquisition or disposition of a significant amount of assets, does not require disclosure of the execution of a contract to acquire or dispose of the assets. Disclosure under Item 2.01 is specifically required only when such an acquisition or disposition is consummated.
Note: Consummated means 'To complete'. And if this acquisition isn't complete, we're not going to get an 8K unless SCIE wants to give us one.
Nevertheless, the filing of a Form 8-K reporting the execution of a contract for the acquisition or disposition of assets may be required earlier by Item 1.01 of Form 8-K if the registrant has entered into a material definitive agreement not made in the ordinary course of business of the registrant (or an amendment of such agreement that is material). Even if Item 1.01 and Item 2.01 do not require disclosure, if the registrant deems the contract to be of importance to security holders, then the registrant may voluntarily disclose it pursuant to Item 8.01
Which brings us full circle to the top of this post where you can once again read Item 8 Other Events.
And so, fellow DD'ers, although on paper the rules are very specific and straightforward, as investors, its difficult to figure out if an 8K will grace us with its presence or not because we don't know the whole story. Time will tell.
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