Weekday tracking of restatements, SEC comment letters, material weaknesses, auditor and CFO changes, and going-concern language in SEC filings.
Every weekday this site reads new SEC filings and reports nine things
that are otherwise hard to see: companies withdrawing reliance on past
financial statements, SEC staff questioning a company’s accounting
in writing, material weaknesses appearing and being remediated, auditors
resigning or being dismissed, finance chiefs departing, periodic reports
filed late, going-concern conclusions appearing or lifting, and
accounting-policy language being rewritten. It runs on a schedule with
no one at the controls.
This page holds a window, not the whole record.
The 150 most recent entries are shown; 3935
older entries are not on this page,
so the search and filters below apply to the window only. The complete record
is on the signals pages and in
events.json (this year; earlier years are
listed in events-index.json).
Refine
Form
An amendment is grouped with the report it
amends; every 12b-25 notice is one group
Company size
Public float from the 10-K cover — the SEC’s own size test
Routine late filings
376 notices filed on or within three days
of the statutory due date — the filing calendar, not distress
Finance chief departure
Filing comparison
Zone Frontier Inc.'s Chief Financial Officer departed and a successor was named
Internal control reported effective→Material weakness in internal control
GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company’s financial reporting requirements. Notwithstanding the identified material weaknesses, management has concluded that the Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. GAAP. 24 Planned…
Evidence
Current state
material_weakness
Current state label
Material weakness in internal control
Direction
newly reported
Prior filed
2025-06-13
Prior form
10-K
Prior state
effective
Prior state label
Internal control reported effective
Remediation stated
Yes
Severity
high
Source
Item 9A internal control conclusion, compared with the prior filing
Why
The company's conclusion on internal control over financial reporting changed: a material weakness was newly reported, or a previously reported one no longer appears.
Letter dated
2026-01-29; published on EDGAR 2026-09-10 — the
SEC releases comment letters only after the review closes.
Please tell us and revise to disclose, beginning with your Form 10-K for the year ended December 31, 2025, whether you track research and development (R&D) expenses by candidate or program and, if not, explain why not. To the extent you track any of your R&D expenses by candidate or program, provide a breakout of such amounts. For the R&D expenses you do not track by candidate or program, revise to provide a…
Evidence
Direction
company to staff
Letter dated
2026-01-29
Published on edgar
2026-09-10
Reviewing
Precigen, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Form 10-Q for Quarterly Period Ended September 30, 2025 File No. 001-36042 Dear Ms. Do and Mr.
Source
Company response to SEC staff (CORRESP)
Topics
Inventory, MD&A, Goodwill and impairment, Segment reporting, Non-GAAP measures
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2026-02-23; published on EDGAR 2026-09-10 — the
SEC releases comment letters only after the review closes.
Please tell us what financial information is received by the CODM, and how it changed in the first quarter of 2025 and subsequent periods. · Clarify how the financial information for these reporting units is used, and how the uses of this information changed beginning in the first quarter of 2025 and subsequent periods. · Specifically identify what, if any, information is received but not regularly used, related to…
Evidence
Direction
company to staff
Letter dated
2026-02-23
Published on edgar
2026-09-10
Reviewing
Precigen, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Form 10-Q for Quarterly Period Ended September 30, 2025 File No. 001-36042 Dear Ms. Do and Mr.
Source
Company response to SEC staff (CORRESP)
Topics
Segment reporting, Goodwill and impairment, Non-GAAP measures, Fair value
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-12-23; published on EDGAR 2026-09-10 — the
SEC releases comment letters only after the review closes.
Please tell us and revise to disclose, beginning with your Form 10-K for the year ended December 31, 2025, whether you track research and development (R&D) expenses by candidate or program and, if not, explain why not. To the extent you track any of your R&D expenses by candidate or program, provide a breakout of such amounts. For the R&D expenses you do not track by candidate or program, revise to provide a…
Evidence
Direction
staff to company
Letter dated
2025-12-23
Published on edgar
2026-09-10
Reviewing
Precigen, Inc. Form 10-K for the fiscal year ended December 31, 2024 Form 10-Q for the quarterly period ended September 30, 2025 File No. 001-36042 Dear Harry T
Source
SEC staff comment letter (UPLOAD)
Topics
Inventory, Goodwill and impairment, Segment reporting, MD&A
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2026-02-10; published on EDGAR 2026-09-10 — the
SEC releases comment letters only after the review closes.
Please tell us what financial information is received by the CODM, and how it changed in the first quarter of 2025 and subsequent periods. Clarify how the financial information for these reporting units is used, and how the • 1. uses of this information changed beginning in the first quarter of 2025 and subsequent periods. • Specifically identify what, if any, information is received but not regularly used, related…
Evidence
Direction
staff to company
Letter dated
2026-02-10
Published on edgar
2026-09-10
Reviewing
Precigen, Inc. Form 10-K for the fiscal year ended December 31, 2024 Form 10-Q for the quarterly period ended September 30, 2025 File No. 001-36042 Dear Harry T
Source
SEC staff comment letter (UPLOAD)
Topics
Segment reporting, Goodwill and impairment
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2026-07-30; published on EDGAR 2026-09-10 — the
SEC releases comment letters only after the review closes.
We note your disclosure of gross contribution and gross contribution as a percentage of revenue for each of your segments. Please explain how you determined that these were not non-GAAP measures which would require a reconciliation to the most comparable GAAP measure. In this regard, we note that you disclose segment profit as your primary measure of segment performance. As gross contribution would appear to be an…
Evidence
Direction
company to staff
Letter dated
2026-07-30
Published on edgar
2026-09-10
Reviewing
Lionsgate Studios Corp Form 10-K for the Fiscal Year Ended March 31, 2026 File No. 001-42635 Ladies and Gentlemen: We respectfully submit below the response of
Source
Company response to SEC staff (CORRESP)
Topics
MD&A, Non-GAAP measures, Segment reporting
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2026-07-21; published on EDGAR 2026-09-10 — the
SEC releases comment letters only after the review closes.
We note your disclosure of gross contribution and gross contribution as a percentage of revenue for each of your segments. Please explain how you determined that these were not non-GAAP measures which would require a reconciliation to the most comparable GAAP measure. In this regard, we note that you disclose segment profit as your primary measure of segment performance. As gross contribution would appear to be an…
Evidence
Direction
staff to company
Letter dated
2026-07-21
Published on edgar
2026-09-10
Reviewing
Lionsgate Studios Corp. Form 10-K for Fiscal Year Ended March 31, 2026 File No. 001-42635 Dear James W. Barge: We have limited our review of your filing to the
Source
SEC staff comment letter (UPLOAD)
Topics
MD&A, Non-GAAP measures, Segment reporting
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2026-07-28; published on EDGAR 2026-09-10 — the
SEC releases comment letters only after the review closes.
Please revise your future filings to quantify the amount of the transaction price allocated to each unsatisfied (or partially satisfied) performance obligation as of the end of each reporting period and an explanation as to the period over which you expect to recognize the remaining revenue. In this regard, we note that $35.9 million remains unrecognized as deferred revenue, and that you expect to recognize 31% of…
Evidence
Direction
company to staff
Letter dated
2026-07-28
Published on edgar
2026-09-10
Reviewing
Compugen Ltd. Form 20-F for Fiscal Year Ended December 31, 2025 Filed March 2, 2026 File No. 000-30902 Dear Ms. Baynes and Ms. Dicker: On behalf of Compugen Ltd
Source
Company response to SEC staff (CORRESP)
Topics
Revenue recognition
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2026-07-17; published on EDGAR 2026-09-10 — the
SEC releases comment letters only after the review closes.
Please revise your 2. future filings to quantify the amount of the transaction price allocated to each unsatisfied (or partially satisfied) performance obligation as of the end of each reporting period and an explanation as to the period over which you expect to recognize the remaining revenue. In this regard, we note that $35.9 million remains unrecognized as deferred revenue, and that you expect to recognize 31%…
Evidence
Direction
staff to company
Letter dated
2026-07-17
Published on edgar
2026-09-10
Reviewing
Compugen Ltd. Form 20-F for Fiscal Year Ended December 31, 2025 File No. 000-30902 Dear David Silberman: We have limited our review of your filing to the financ
Source
SEC staff comment letter (UPLOAD)
Topics
Revenue recognition
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
No going-concern disclosure→Substantial doubt about ability to continue as a going concern
Explanatory Paragraph – Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do…
Evidence
Blank check
No
Comparable
Yes
Current state
substantial_doubt
Current state label
Substantial doubt about ability to continue as a going concern
Direction
escalated
Located in
going-concern note
Prior filed
2025-10-24
Prior form
10-K/A
Prior state
none
Prior state label
No going-concern disclosure
Source
ASC 205-40 going-concern note comparison
Why
Disclosure about the company's ability to continue as a going concern changed compared with its previous report.
No going-concern disclosure→Substantial doubt about ability to continue as a going concern
B – Liquidity and Going Concern In accordance with Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements – Going Concern, management has the responsibility to evaluate whether conditions and/or events raise substantial doubt about the Company’s ability to meet its future financial obligations as they become due within one year after the date that the Condensed Consolidated Financial Statements are issued. This evaluation requires management to perform two steps. First, management must evaluate whether there are conditions and events that raise substantial…
Evidence
Blank check
No
Comparable
Yes
Current state
substantial_doubt
Current state label
Substantial doubt about ability to continue as a going concern
Direction
escalated
Located in
going-concern note
Prior filed
2026-03-12
Prior form
10-Q
Prior state
none
Prior state label
No going-concern disclosure
Source
ASC 205-40 going-concern note comparison
Why
Disclosure about the company's ability to continue as a going concern changed compared with its previous report.
The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”).
Evidence
New language
The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”)., Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services.
Prior filed
2025-09-09
Prior form
10-K
Similarity
0.004
Source
revenue recognition note comparison
Threshold
0.6
Why
The revenue recognition policy disclosure changed materially from the previous comparable filing.
Language present now, absent from the prior filing:
The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”).
Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services.
Letter dated
2026-02-25; published on EDGAR 2026-09-08 — the
SEC releases comment letters only after the review closes.
We note that “Other general and administrative expenses” appear to be significant. Please confirm that any categories of other expenses that exceed 5% of total expenses have been separately identified in accordance with Regulation S-X 6-07.2(b). Response: The Fund advises the Staff that for the fiscal year ended December 31, 2024, the $2,258 thousand of “Other general and administrative expenses” set forth on the…
Evidence
Cited sections
Note 5. Fair Value of Financial Instruments –, page 103
Direction
company to staff
Letter dated
2026-02-25
Published on edgar
2026-09-08
Reviewing
Crescent Private Credit Income Corp. Annual Report on Form 10-K for the year ending December 31, 2024 File No. 814-01599 Ladies and Gentlemen: This letter is se
Source
Company response to SEC staff (CORRESP)
Topics
MD&A, Fair value
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2026-07-30; published on EDGAR 2026-09-04 — the
SEC releases comment letters only after the review closes.
Please explain why these amounts are recorded to the balance sheet if these amounts are subject to the standard recoupment terms. Response: The Fund advises the Staff that the “Expense Support Reimbursement” and “Due to Adviser” balances arise from different aspects of the ESA Agreement and are not duplicative. The “Expense Support Reimbursement” balance represents the cumulative Expense Payments made by the Adviser…
Evidence
Direction
company to staff
Letter dated
2026-07-30
Published on edgar
2026-09-04
Reviewing
Vista Credit Strategic Lending Corp. Annual Report on Form 10-K for the year ending December 31, 2025 File No. 814-01651 Ladies and Gentlemen: This letter is se
Source
Company response to SEC staff (CORRESP)
Topics
Revenue recognition, MD&A
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Substantial doubt raised, alleviated by management's plans→Substantial doubt about ability to continue as a going concern
The Company had cash and cash equivalents of $25.1 million as of July 31, 2026, which would not be sufficient to repay the term loan upon any such 9 Domo, Inc. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) 1. Overview and Basis of Presentation (Continued) acceleration. As such, substantial doubt exists about the Company's ability to continue as a going concern within one year after the date these condensed consolidated financial statements are issued. In connection with the covenant noncompliance described above, the Company entered into a forbearance agreement…
Evidence
Blank check
No
Comparable
Yes
Current state
substantial_doubt
Current state label
Substantial doubt about ability to continue as a going concern
Direction
escalated
Located in
going-concern note
Prior filed
2026-06-15
Prior form
10-Q
Prior state
doubt_alleviated
Prior state label
Substantial doubt raised, alleviated by management's plans
Source
ASC 205-40 going-concern note comparison
Why
Disclosure about the company's ability to continue as a going concern changed compared with its previous report.
Letter dated
2026-01-30; published on EDGAR 2026-09-02 — the
SEC releases comment letters only after the review closes.
We note your disclosure that as part of the Relocation, on January 31, 2023, you entered into (i) an assignment and assumption agreement with AOUT, pursuant to which AOUT assumed all of your rights, entitlement, and obligations in, to, and under the Missouri Lease, or the Assignment and Assumption Agreement, and (ii) an amended and restated guaranty in favor of RCS-S&W Facility, LLC, as successor in interest to the…
Evidence
Direction
company to staff
Letter dated
2026-01-30
Published on edgar
2026-09-02
Reviewing
Smith & Wesson Brands, Inc. Form 10-K for the Fiscal Year Ended April 30, 2025 Form 10-Q for the Quarter Ended October 31, 2025 Form 8-K furnished December 4, 2
Source
Company response to SEC staff (CORRESP)
Topics
Leases, Internal control, Non-GAAP measures
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2026-01-16; published on EDGAR 2026-09-02 — the
SEC releases comment letters only after the review closes.
We note your disclosure that as part of the Relocation, on January 31, 2023, you entered into (i) an assignment and assumption agreement with AOUT, pursuant to which AOUT assumed all of your rights, entitlement, and obligations in, to, and under the Missouri Lease, or the Assignment and Assumption Agreement, and (ii) an amended and restated guaranty in favor of RCS-S&W Facility, LLC, as successor in interest to the…
Evidence
Direction
staff to company
Letter dated
2026-01-16
Published on edgar
2026-09-02
Reviewing
Smith & Wesson Brands, Inc. Form 10-K for the Fiscal Year Ended April 30, 2025 Form 10-Q for the Quarter Ended October 31, 2025 Form 8-K furnished December 4, 2
Source
SEC staff comment letter (UPLOAD)
Topics
Leases, Internal control, Non-GAAP measures
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2026-05-27; published on EDGAR 2026-09-02 — the
SEC releases comment letters only after the review closes.
Please tell us how you computed the fiscal 2024 debt conversion expense referencing authoritative literature you relied upon. In doing so, please explain why the repurchase impacted equity as evidenced by the "Convertible Senior note repurchase" line item in your Consolidated Statements of Shareholders' Equity. Response: The Company evaluated the accounting for the 2024 convertible senior note repurchases in…
Evidence
Direction
company to staff
Letter dated
2026-05-27
Published on edgar
2026-09-02
Reviewing
The Marcus Corporation Form 10-K for the Fiscal Year Ended December 31, 2025 File No. 001-12604 Dear Mr. Giugliano: On behalf of The Marcus Corporation (the “Co
Source
Company response to SEC staff (CORRESP)
Topics
Fair value
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2026-01-27; published on EDGAR 2026-09-02 — the
SEC releases comment letters only after the review closes.
Evidence
Cited sections
Item 15. Controls and Procedures, page 77
Direction
staff to company
Letter dated
2026-01-27
Published on edgar
2026-09-02
Reviewing
Kandal M Venture Ltd Form 20-F for the Fiscal Year Ended March 31, 2025 Filed July 30, 2025 File No. 001-42715 Dear Ngee Woon Lim: We have limited our review of
Source
SEC staff comment letter (UPLOAD)
Topics
Internal control
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-06-11; published on EDGAR 2026-09-02 — the
SEC releases comment letters only after the review closes.
Please revise subsequent filings to disclose the selected point of reference in which each of your mineral resources and mineral reserves are based, for example in situ, mill feed, saleable product, etc. as required by Item 1304(d)(1) of Regulation S-K. Response #1: The Company notes the Staff’s comment and respectfully confirms that it will revise its subsequent filings to disclose the selected point of reference…
Evidence
Cited sections
Item 2. Properties, page 34
Direction
company to staff
Letter dated
2025-06-11
Published on edgar
2026-09-02
Reviewing
Coeur Mining, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Fiscal Quarter Ended March 31, 2025 Filed November 14, 2024 File No.
Source
Company response to SEC staff (CORRESP)
Topics
MD&A, Non-GAAP measures, Income taxes, Fair value, Inventory, Business combinations
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-07-11; published on EDGAR 2026-09-02 — the
SEC releases comment letters only after the review closes.
We note your response to prior comment 5 regarding the adjustment for “Acquired inventory purchase price.” Please further clarify why you believe an adjustment for “a five-month short-term stockpile of ore that is expected to be consumed during the first year of ownership” does not change the recognition and measurement principles required to be applied in accordance with GAAP. Refer to Question 100.04 of the…
Evidence
Direction
company to staff
Letter dated
2025-07-11
Published on edgar
2026-09-02
Reviewing
Coeur Mining, Inc. Form 10-Q for the Fiscal Quarter Ended March 31, 2025 Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-08641 Dear Mr. Pawar
Source
Company response to SEC staff (CORRESP)
Topics
Non-GAAP measures, Inventory, Business combinations, MD&A
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-05-28; published on EDGAR 2026-09-02 — the
SEC releases comment letters only after the review closes.
Please revise subsequent filings to disclose the selected point of reference in which each of your mineral mineral resources and mineral reserves are based, for example in situ, mill feed, saleable product, etc. as required by Item 1304(d)(1) of Regulation S- K. 2. Please revise subsequent filings to compare each properties' mineral resources and reserves as of the end of the last fiscal year with the mineral…
Evidence
Cited sections
Item 2. Properties, page 34
Direction
staff to company
Letter dated
2025-05-28
Published on edgar
2026-09-02
Reviewing
Coeur Mining, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Fiscal Quarter Ended March 31, 2025 File No. 001-08641 Dear Thomas S.
Source
SEC staff comment letter (UPLOAD)
Topics
MD&A, Non-GAAP measures, Inventory
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-06-26; published on EDGAR 2026-09-02 — the
SEC releases comment letters only after the review closes.
We note your response to prior comment 5 regarding the adjustment for “Acquired inventory purchase price.” Please further clarify why you believe an adjustment for “a five-month short-term stockpile of ore that is expected to be consumed during the first year of ownership” does not change the recognition and measurement principles required to be applied in accordance with GAAP. Refer to Question 100.04 of the…
Evidence
Direction
staff to company
Letter dated
2025-06-26
Published on edgar
2026-09-02
Reviewing
Coeur Mining, Inc. Form 10-Q for the Fiscal Quarter Ended March 31, 2025 Form 10-K for the Fiscal Year Ended December 31, 2024 Response dated June 11, 2025 File
Source
SEC staff comment letter (UPLOAD)
Topics
Non-GAAP measures, Inventory, MD&A
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-08-05; published on EDGAR 2026-09-02 — the
SEC releases comment letters only after the review closes.
We note your response to prior comment 1 regarding the adjustment for “Acquired inventory purchase price.” However, we do not agree that this adjustment is appropriate within the context of Question 100.04 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Please revise your presentation to remove this purchase accounting adjustment from your Adjusted net income (loss) and Adjusted…
Evidence
Direction
staff to company
Letter dated
2025-08-05
Published on edgar
2026-09-02
Reviewing
Coeur Mining, Inc. Form 10-Q for the Fiscal Quarter Ended March 31, 2025 Form 10-K for the Fiscal Year Ended December 31, 2024 Response dated July 11, 2025 File
Source
SEC staff comment letter (UPLOAD)
Topics
Non-GAAP measures, Inventory, MD&A
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2026-01-27; published on EDGAR 2026-09-01 — the
SEC releases comment letters only after the review closes.
Evidence
Direction
staff to company
Letter dated
2026-01-27
Published on edgar
2026-09-01
Reviewing
Titan Machinery Inc. Form 10-K for Fiscal Year Ended January 31, 2025 File No. 1-33866 Dear Robert Larsen: We have limited our review of your filing to the fina
Source
SEC staff comment letter (UPLOAD)
Topics
MD&A, Goodwill and impairment, Fair value
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-10-06; published on EDGAR 2026-09-01 — the
SEC releases comment letters only after the review closes.
We note you revised the definition of “China” or “PRC” since your December 31, 2023 Form 20-F to include Hong Kong and Macau in the definition, consistent with the response to our prior comment letter dated August 27, 2024; however, we also note that you have extensively revised the references to the PRC to instead refer to mainland China. Please revise these references to mainland China throughout your annual…
Evidence
Direction
company to staff
Letter dated
2025-10-06
Published on edgar
2026-09-01
Reviewing
Melco Resorts & Entertainment Ltd. Form 20-F for the Year Ended December 31, 2024 Correspondence from the SEC on September 22, 2025 File No. 001-33178 Attn: Div
Source
Company response to SEC staff (CORRESP)
Topics
MD&A, Income taxes
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Macro Bank Inc. responded to SEC staff comments on income taxes
Macro Bank Inc.BMA·CORRESP
·Finance, Insurance And Real Estate
Letter dated
2025-09-30; published on EDGAR 2026-09-01 — the
SEC releases comment letters only after the review closes.
Please tell us and revise future filings to clarify what “variations” represent in your ECL rollforwards. Response: We respectfully acknowledge the Staff’s comment and advise the Staff that we will revise future filings to clarify the nature of the “variations” line item in our ECL rollforwards. For the ECL rollforward tables presented in the 2024 Form 20-F, “variations” represent changes (increases and decreases)…
Evidence
Direction
company to staff
Letter dated
2025-09-30
Published on edgar
2026-09-01
Reviewing
Macro Bank Inc. Form 20-F for Fiscal Year Ended December 31, 2024 File No. 001-32827 Dear Mr. Cecco and Mr. Volley: Banco Macro S.A. (Macro Bank Inc.) (the “Ban
Source
Company response to SEC staff (CORRESP)
Topics
Income taxes
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
SEC staff questioned Macro Bank Inc.'s accounting for income taxes
Macro Bank Inc.BMA·UPLOAD
·Finance, Insurance And Real Estate
Letter dated
2025-09-16; published on EDGAR 2026-09-01 — the
SEC releases comment letters only after the review closes.
Please tell us and revise future filings to clarify what “variations” represent in your ECL rollforwards. Credit loss expense on financial assets, page 162 2. Please provide us and revise future filings to disclose a breakdown of the credit loss expense on financial assets recognized in each period presented in your filing by nature of financial asset. Also, provide us a reconciliation of the credit loss expense…
Evidence
Direction
staff to company
Letter dated
2025-09-16
Published on edgar
2026-09-01
Reviewing
Macro Bank Inc. Form 20-F for Fiscal Year Ended December 31, 2024 File No. 001-32827 Dear Jorge F. Scarinci: We have limited our review of your filing to the fi
Source
SEC staff comment letter (UPLOAD)
Topics
Income taxes
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2026-01-28; published on EDGAR 2026-09-01 — the
SEC releases comment letters only after the review closes.
We note the disclosure of tables for adjusted cost of sales and adjusted operating expenses that each include subtotals. In future filings, please remove these totals as either does not appear to be a segment measure of profitability and would be considered a non- GAAP financial measure and should not be disclosed in the notes to the financial statements in accordance with Item 10(e)(1)(ii)(C). In closing, we remind…
Evidence
Cited sections
Note 13. Operting Segments, page 86
Direction
staff to company
Letter dated
2026-01-28
Published on edgar
2026-09-01
Reviewing
MillerKnoll, Inc. Form 10-K for the Fiscal Year Ended May 31, 2025 Filed July 21, 2025 File No. 001-15141 Dear Kevin Veltman: We have limited our review of your
Source
SEC staff comment letter (UPLOAD)
Topics
Non-GAAP measures
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-09-03; published on EDGAR 2026-09-01 — the
SEC releases comment letters only after the review closes.
We note your response to prior comment 1 regarding the adjustment for “Acquired inventory purchase price.” However, we do not agree that this adjustment is appropriate within the context of Question 100.04 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Please revise your presentation to remove this purchase accounting adjustment from your Adjusted net income (loss) and Adjusted…
Evidence
Direction
company to staff
Letter dated
2025-09-03
Published on edgar
2026-09-01
Reviewing
Coeur Mining, Inc. Form 10-Q for the Fiscal Quarter Ended March 31, 2025 Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-08641 Dear Mr. Pawar
Source
Company response to SEC staff (CORRESP)
Topics
Non-GAAP measures, Inventory, Business combinations, Fair value
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-12-22; published on EDGAR 2026-09-01 — the
SEC releases comment letters only after the review closes.
We note your response to prior comment 1 regarding your adjustment for “Acquired inventory purchase price” and do not agree with your conclusion. We continue to believe that this adjustment is inconsistent with Question 100.04 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. As such, please remove this adjustment from your non-GAAP measures, including Adjusted net income (loss)…
Evidence
Direction
company to staff
Letter dated
2025-12-22
Published on edgar
2026-09-01
Reviewing
Coeur Mining, Inc. Form 10-Q for the Fiscal Quarter Ended September 30, 2025 Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-08641 Dear Mr. P
Source
Company response to SEC staff (CORRESP)
Topics
Non-GAAP measures, Inventory
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-12-12; published on EDGAR 2026-09-01 — the
SEC releases comment letters only after the review closes.
We note your response to prior comment 1 regarding your adjustment for “Acquired inventory purchase price” and do not agree with your conclusion. We continue to believe that this adjustment is inconsistent with Question 100.04 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. As such, please remove this adjustment from your non-GAAP measures, including Adjusted net income (loss)…
Evidence
Direction
staff to company
Letter dated
2025-12-12
Published on edgar
2026-09-01
Reviewing
Coeur Mining, Inc. Form 10-Q for the Fiscal Quarter Ended September 30, 2025 Form 10-K for the Fiscal Year Ended December 31, 2024 Response dated September 3, 2
Source
SEC staff comment letter (UPLOAD)
Topics
Non-GAAP measures, Inventory
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2026-02-05; published on EDGAR 2026-09-01 — the
SEC releases comment letters only after the review closes.
Evidence
Cited sections
Note 12. Business Segment Information, page 85
Direction
company to staff
Letter dated
2026-02-05
Published on edgar
2026-09-01
Reviewing
The Cooper Companies, Inc. Responses to Letter dated January 27, 2026 Form 10-K for Fiscal Year Ended October 31, 2025 Filed December 5, 2025 File No. 001-08597
Source
Company response to SEC staff (CORRESP)
Topics
Segment reporting
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2026-01-27; published on EDGAR 2026-09-01 — the
SEC releases comment letters only after the review closes.
Evidence
Cited sections
Note 12. Business Segment Information, page 85
Direction
staff to company
Letter dated
2026-01-27
Published on edgar
2026-09-01
Reviewing
COOPER COMPANIES, INC. Form 10-K for Fiscal Year Ended October 31, 2025 Filed December 05, 2025 File No. 001-08597 Dear Brian G. Andrews: We have reviewed your
Source
SEC staff comment letter (UPLOAD)
Topics
Segment reporting
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2026-01-27; published on EDGAR 2026-09-01 — the
SEC releases comment letters only after the review closes.
We note that you attributed a (49.0)% income tax benefit to the business and asset actions in the effective tax rate reconciliation. We further note your statement that the tax benefit from the $3.7 billion pre-tax charges for business and asset actions is $695.2 million. Please provide us with a reconciliation of the tax benefit included in the effective tax rate reconciliation and the stated tax benefit with those…
Evidence
Direction
staff to company
Letter dated
2026-01-27
Published on edgar
2026-09-01
Reviewing
Air Products & Chemicals, Inc. Form 10-K for Fiscal Year Ended September 30, 2025 Filed November 20, 2025 File No. 001-04534 Dear Melissa N. Schaeffer: We have
Source
SEC staff comment letter (UPLOAD)
Topics
Income taxes
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
On June 30, 2026, the Company also adopted ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.
Evidence
Adopted
2025-05
Contexts
On June 30, 2026, the Company also adopted ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.
An accounting standard (ASU) appears in this filing that did not appear in the previous comparable one, in a sentence describing it as adopted. That is a change in what the company discloses, which is not always a change of policy in the current period: the filing may state an adoption date years earlier.
Does not expect a significant change in results.3 days past the statutory due date.
The registrant’s annual report on Form 10-K for the fiscal year ended May 31, 2026, could not be filed within the prescribed time period because the Company needs additional time to complete the financial statements and to prepare the Form 10-K. The registrant anticipates that it will require no more than the additional 15 days allowed to complete and file the Form 10-K.
Evidence
Anticipates significant change
No
Days past due date
3
Other periodic reports filed
Yes
Routine
No
Severity
elevated
Source
Form 12b-25 (notification of late filing)
Stated reason
The registrant’s annual report on Form 10-K for the fiscal year ended May 31, 2026, could not be filed within the prescribed time period because the Company needs additional time to complete the financial statements and to prepare the Form 10-K. The registrant anticipates that it will require no more than the additional 15 days allowed to complete and file the Form 10-K.
Why
The company told the SEC it could not file a periodic report on time, using Form 12b-25.
No going-concern disclosure→Substantial doubt about ability to continue as a going concern
Going Concern Assessment The Company evaluates, at each reporting period, whether conditions or events raise substantial doubt about its ability to continue as a going concern within one year after the date the financial statements are issued. This evaluation requires significant management judgment and involves the consideration of numerous factors, including operating results, liquidity, working capital levels, debt maturities, compliance with debt covenants, forecasted cash flows, anticipated capital raising activities, and other financing arrangements. Management's assessment incorporates…
Evidence
Blank check
No
Comparable
Yes
Current state
substantial_doubt
Current state label
Substantial doubt about ability to continue as a going concern
Direction
escalated
Located in
going-concern note
Prior filed
2025-08-29
Prior form
10-K
Prior state
none
Prior state label
No going-concern disclosure
Source
ASC 205-40 going-concern note comparison
Why
Disclosure about the company's ability to continue as a going concern changed compared with its previous report.
No going-concern disclosure→Substantial doubt about ability to continue as a going concern
The decrease in cash during fiscal 2026 primarily reflects approximately $3,400,000 of cash used in operating activities, partially offset by proceeds from sales of common stock under our 2024 ATM Offering and $500,000 of proceeds received under the secured promissory note described below. Our ability to continue as a going concern over the next twelve months from the date these financial statements are available to be issued is influenced by several factors, including: ● Our need and ability to generate additional revenue from international opportunities and sales within the United States of…
Evidence
Blank check
No
Comparable
Yes
Current state
substantial_doubt
Current state label
Substantial doubt about ability to continue as a going concern
Direction
escalated
Located in
going-concern note
Prior filed
2025-09-26
Prior form
10-K/A
Prior state
none
Prior state label
No going-concern disclosure
Source
ASC 205-40 going-concern note comparison
Why
Disclosure about the company's ability to continue as a going concern changed compared with its previous report.
The Registrant’s Form 10-K for the period ended May 31, 2026 could not be filed within the prescribed time period without unreasonable effort or expense because the audit of the Registrant’s financial statements for the period ended May 31, 2026 had not been completed prior to the close of business on August 29, 2026.
Evidence
Days past due date
2
Routine
No
Severity
elevated
Source
Form 12b-25 (notification of late filing)
Stated reason
The Registrant’s Form 10-K for the period ended May 31, 2026 could not be filed within the prescribed time period without unreasonable effort or expense because the audit of the Registrant’s financial statements for the period ended May 31, 2026 had not been completed prior to the close of business on August 29, 2026.
Why
The company told the SEC it could not file a periodic report on time, using Form 12b-25.
Does not expect a significant change in results.33 days past the statutory due date.
The compilation, dissemination, and review of the information required to be presented in the Form 20-F for the fiscal year ended April 30, 2026 has imposed time constraints that have rendered timely filing of the Form 20-F impracticable without undue hardship and expenses to the Registrant. As a result, the Registrant is still in the process of compiling required information to complete the Form 20-F and requires additional time. The Registrant anticipates that it will file the Form 20-F no later than the fifteenth calendar day following the prescribed due date.
Evidence
Anticipates significant change
No
Days past due date
33
Other periodic reports filed
Yes
Routine
No
Severity
elevated
Source
Form 12b-25 (notification of late filing)
Stated reason
The compilation, dissemination, and review of the information required to be presented in the Form 20-F for the fiscal year ended April 30, 2026 has imposed time constraints that have rendered timely filing of the Form 20-F impracticable without undue hardship and expenses to the Registrant. As a result, the Registrant is still in the process of compiling required information to complete the Form 20-F and requires additional time. The Registrant anticipates that it will file the Form 20-F no later than the fifteenth calendar day following the prescribed due date.
Why
The company told the SEC it could not file a periodic report on time, using Form 12b-25.
The Registrant has experienced a delay in completing the necessary disclosures and finalizing its financial statements with its independent public accountant in connection with its Annual Report on Form 10-K for the year ended May 31, 2026 (the “Annual Report”). As a result of this delay, the Registrant is unable to file its Annual Report by the prescribed filing date without unreasonable effort or expense.
Evidence
Days past due date
2
Routine
No
Severity
elevated
Source
Form 12b-25 (notification of late filing)
Stated reason
The Registrant has experienced a delay in completing the necessary disclosures and finalizing its financial statements with its independent public accountant in connection with its Annual Report on Form 10-K for the year ended May 31, 2026 (the “Annual Report”). As a result of this delay, the Registrant is unable to file its Annual Report by the prescribed filing date without unreasonable effort or expense.
Why
The company told the SEC it could not file a periodic report on time, using Form 12b-25.
Does not expect a significant change in results.33 days past the statutory due date.
Magnitude International Ltd (the “Registrant”) is unable to file its Form 20-F for the fiscal year ended April 30, 2026 by the prescribed filing date without unreasonable effort and expense. The Registrant requires additional time to complete and review the financial statements and finalize the Form 20-F, and the Registrant’s independent registered public accounting firm, WWC, P. C., requires additional time to complete its review of the Annual Report.
Evidence
Anticipates significant change
No
Days past due date
33
Routine
No
Severity
elevated
Source
Form 12b-25 (notification of late filing)
Stated reason
Magnitude International Ltd (the “Registrant”) is unable to file its Form 20-F for the fiscal year ended April 30, 2026 by the prescribed filing date without unreasonable effort and expense. The Registrant requires additional time to complete and review the financial statements and finalize the Form 20-F, and the Registrant’s independent registered public accounting firm, WWC, P. C., requires additional time to complete its review of the Annual Report.
Why
The company told the SEC it could not file a periodic report on time, using Form 12b-25.
expects significant change in results2 days past the statutory due date.
The registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026 could not be filed within the prescribed time period because additional time is required to complete the year-end audit and finalize the financial statements and related disclosures.
Evidence
Anticipates significant change
Yes
Days past due date
2
Other periodic reports filed
Yes
Routine
No
Severity
elevated
Source
Form 12b-25 (notification of late filing)
Stated reason
The registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026 could not be filed within the prescribed time period because additional time is required to complete the year-end audit and finalize the financial statements and related disclosures.
Why
The company told the SEC it could not file a periodic report on time, using Form 12b-25.
The compilation, dissemination and review of the information required to be presented in the Annual Report on Form 10-K for the relevant annual period has imposed time constraints that have rendered timely filing of the Annual Report on Form 10-K impracticable without undue hardship and expense to the registrant. The registrant undertakes the responsibility to file such Annual Report on From 10-K no later than fifteen calendar days after its prescribed due date.
Evidence
Days past due date
2
Routine
No
Severity
elevated
Source
Form 12b-25 (notification of late filing)
Stated reason
The compilation, dissemination and review of the information required to be presented in the Annual Report on Form 10-K for the relevant annual period has imposed time constraints that have rendered timely filing of the Annual Report on Form 10-K impracticable without undue hardship and expense to the registrant. The registrant undertakes the responsibility to file such Annual Report on From 10-K no later than fifteen calendar days after its prescribed due date.
Why
The company told the SEC it could not file a periodic report on time, using Form 12b-25.
The financial information to be contained in the Registrant's Annual Report on Form 10-K for the year ended May 31, 2026, cannot be analyzed and completed on a timely basis.
Evidence
Days past due date
2
Other periodic reports filed
Yes
Routine
No
Severity
elevated
Source
Form 12b-25 (notification of late filing)
Stated reason
The financial information to be contained in the Registrant's Annual Report on Form 10-K for the year ended May 31, 2026, cannot be analyzed and completed on a timely basis.
Why
The company told the SEC it could not file a periodic report on time, using Form 12b-25.
Does not expect a significant change in results.2 days past the statutory due date.
Our outside auditors have not completed their work in connection with compiling the financial information that is a part of the Form 10-K. It is expected that the work will be completed within the extended filing period.
Evidence
Anticipates significant change
No
Days past due date
2
Other periodic reports filed
Yes
Routine
No
Severity
elevated
Source
Form 12b-25 (notification of late filing)
Stated reason
Our outside auditors have not completed their work in connection with compiling the financial information that is a part of the Form 10-K. It is expected that the work will be completed within the extended filing period.
Why
The company told the SEC it could not file a periodic report on time, using Form 12b-25.
Internal control reported effective→Material weakness in internal control
A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. The Company did not maintain effective Control Environment and Information and Communication elements of the COSO…
Evidence
Current state
material_weakness
Current state label
Material weakness in internal control
Direction
newly reported
Prior filed
2025-11-25
Prior form
10-K
Prior state
effective
Prior state label
Internal control reported effective
Remediation stated
Yes
Severity
high
Source
Item 9A internal control conclusion, compared with the prior filing
Why
The company's conclusion on internal control over financial reporting changed: a material weakness was newly reported, or a previously reported one no longer appears.
Material weakness in internal control→Internal control reported effective
The weakness was first reported on
2023-09-27 —
1066 days and
4 annual reports
before this one.
Management has performed an assessment of the effectiveness of iBio’s internal control over financial reporting as of June 30, 2026, based upon criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO Framework). Based on this assessment, management has concluded that our internal control over financial reporting was effective as of June 30, 2026. Changes in Internal Control Over Financial Reporting Except as otherwise…
Evidence
Current state
effective
Current state label
Internal control reported effective
Direction
remediated
Prior filed
2025-09-05
Prior form
10-K
Prior state
material_weakness
Prior state label
Material weakness in internal control
Remediation stated
No
Severity
normal
Source
Item 9A internal control conclusion, compared with the prior filing
Weakness annual reports
4
Weakness days reported
1066
Weakness first reported
2023-09-27
Why
The company's conclusion on internal control over financial reporting changed: a material weakness was newly reported, or a previously reported one no longer appears.
Karbon-X Corp. told the SEC it could not file its annual report on time
Karbon-X Corp.KARX·NT 10-K
·Cosmetics And Toiletries·$32M
Does not expect a significant change in results.Filed 1 day before the statutory due date.
The registrant has experienced delays in completing its financial statements for the fiscal year ended May 31, 2026. As a result, the registrant is delayed in filing its Form 10-K for the fiscal year then ended.
Evidence
Anticipates significant change
No
Days past due date
-1
Other periodic reports filed
Yes
Routine
No
Severity
elevated
Source
Form 12b-25 (notification of late filing)
Stated reason
The registrant has experienced delays in completing its financial statements for the fiscal year ended May 31, 2026. As a result, the registrant is delayed in filing its Form 10-K for the fiscal year then ended.
Why
The company told the SEC it could not file a periodic report on time, using Form 12b-25.
Letter dated
2026-01-29; published on EDGAR 2026-08-27 — the
SEC releases comment letters only after the review closes.
We note that you present a discussion of non-GAAP measures prior to your discussion of GAAP results. Please revise to present the discussion and analysis of your GAAP measures with equal or greater prominence than your non-GAAP discussion. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and the guidance in Question 102.10(a) of the Non- GAAP Financial Measures Compliance and Disclosure Interpretations. In response to…
Evidence
Direction
company to staff
Letter dated
2026-01-29
Published on edgar
2026-08-27
Reviewing
HealthEquity, Inc. Form 10-K for the Fiscal Year Ended January 31, 2025 File No. 001-36568 Dear Mr. Kuhn and Ms. Brillant: On behalf of HealthEquity, Inc. (“Hea
Source
Company response to SEC staff (CORRESP)
Topics
MD&A, Non-GAAP measures
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2026-01-27; published on EDGAR 2026-08-27 — the
SEC releases comment letters only after the review closes.
We note that you present a discussion of non-GAAP measures prior to your discussion of GAAP results. Please revise to present the discussion and analysis of your GAAP measures with equal or greater prominence than your non-GAAP discussion. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and the guidance in Question 102.10(a) of the Non- GAAP Financial Measures Compliance and Disclosure Interpretations. 2. We note…
Evidence
Direction
staff to company
Letter dated
2026-01-27
Published on edgar
2026-08-27
Reviewing
HealthEquity, Inc. Form 10-K for Fiscal Year Ended January 31, 2025 File No. 001-36568 Dear James Lucania: We have limited our review of your filing to the fina
Source
SEC staff comment letter (UPLOAD)
Topics
MD&A, Non-GAAP measures
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-12-04; published on EDGAR 2026-08-27 — the
SEC releases comment letters only after the review closes.
Please revise accordingly. Response: The Fund hereby confirms that it will make the requested change in future filings. 6. Disclosure in “Note 3 — Agreements and Related Party Transactions — Administration Agreement” on pages 187 – 188 states, “The Administrator has elected to forgo any reimbursement for rent and other occupancy costs for the years ended December 31, 2023, 2022 and 2021.” Disclosure in “Item 7…
Evidence
Cited sections
Item 7 2. The disclosure under “Net Realized Gain (Loss)” on, page 124
Direction
company to staff
Letter dated
2025-12-04
Published on edgar
2026-08-27
Reviewing
Blackstone Secured Lending Fund (File No. 814-01299) Annual Report on Form 10-K for the year ended December 31, 2023 Dear Ms. Hamilton: On behalf of Blackstone
Source
Company response to SEC staff (CORRESP)
Topics
Fair value, MD&A
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Material weakness in internal control→Internal control reported effective
The weakness was first reported on
2024-10-04 —
692 days and
2 annual reports
before this one.
(a Delaware corporation) and subsidiaries (the “Company”) as of July 3, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 3, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance…
Evidence
Current state
effective
Current state label
Internal control reported effective
Direction
remediated
Prior filed
2025-09-10
Prior form
10-K
Prior state
material_weakness
Prior state label
Material weakness in internal control
Remediation stated
Yes
Severity
normal
Source
Item 9A internal control conclusion, compared with the prior filing
Weakness annual reports
2
Weakness days reported
692
Weakness first reported
2024-10-04
Why
The company's conclusion on internal control over financial reporting changed: a material weakness was newly reported, or a previously reported one no longer appears.
Substantial doubt about ability to continue as a going concern→Substantial doubt raised, alleviated by management's plans
GAAP”), which contemplate continuation of the Company as a going concern. The Company had no revenues and incurred losses during the six months ended June 30, 2026 and 2025 totaling $2,871,675 and $2,486,382, respectively. In addition, the accumulated deficit amounted to $16,489,781 and $13,618,106 as of June 30, 2026 and December 31, 2025, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to fund ongoing operations through a combination of existing cash balances, future capital raises through debt and equity…
Evidence
Blank check
No
Comparable
Yes
Current state
doubt_alleviated
Current state label
Substantial doubt raised, alleviated by management's plans
Direction
eased
Located in
going-concern note
Prior filed
2026-05-15
Prior form
10-Q
Prior state
substantial_doubt
Prior state label
Substantial doubt about ability to continue as a going concern
Source
ASC 205-40 going-concern note comparison
Why
Disclosure about the company's ability to continue as a going concern changed compared with its previous report.
F- 28 We adopted ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” on a prospective basis beginning with year ended June 30, 2026.
Evidence
Adopted
2023-09
Adoption year stated
2026
Contexts
F- 28 We adopted ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” on a prospective basis beginning with year ended June 30, 2026.
The Company is unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 (the “Form 10-Q”) by the prescribed due date without unreasonable effort or expense. The Company is experiencing severe liquidity constraints, is reliant on loan funding to support operations, and is actively evaluating and pursuing financing and reorganization alternatives, including preparation for a potential restructuring process. In addition, the Company’s Chief Financial Officer resigned effective February 17, 2026. The departure of the Chief Financial Officer has created incremental operational constraints in completing the quarter-end financial close process and preparing…
Evidence
Other periodic reports filed
Yes
Routine
No
Severity
high
Source
Form 12b-25 (notification of late filing)
Stated reason
The Company is unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 (the “Form 10-Q”) by the prescribed due date without unreasonable effort or expense. The Company is experiencing severe liquidity constraints, is reliant on loan funding to support operations, and is actively evaluating and pursuing financing and reorganization alternatives, including preparation for a potential restructuring process. In addition, the Company’s Chief Financial Officer resigned effective February 17, 2026. The departure of the Chief Financial Officer has created incremental operational constraints in completing the quarter-end financial close process and preparing…
Why
The company told the SEC it could not file a periodic report on time, using Form 12b-25.
Letter dated
2025-09-18; published on EDGAR 2026-08-26 — the
SEC releases comment letters only after the review closes.
Please revise your statements of operations to include gains on sale of intangible assets and write-downs of assets held for sale (i.e., your corporate headquarters) in operating income (loss). Otherwise, tell us in detail why ASC 610-20-45-1 and ASC 360-10-45-5 do not apply. Also, refer to ASC 360-10-15-5(b), since the intangible assets sold were no longer to be held and used. This comment also applies to your Form…
Evidence
Direction
company to staff
Formerly
BED BATH & BEYOND, INC.
Letter dated
2025-09-18
Published on edgar
2026-08-26
Reviewing
Bed Bath & Beyond, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Form 10-Q for Quarterly Period Ended June 30, 2025 Item 2.02 Form 8-K Dated February 2
Source
Company response to SEC staff (CORRESP)
Topics
Non-GAAP measures, Goodwill and impairment, Income taxes, Fair value, Leases, Share-based compensation, MD&A
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-09-29; published on EDGAR 2026-08-26 — the
SEC releases comment letters only after the review closes.
Please revise your statements of operations to include gains on sale of intangible assets and write-downs of assets held for sale (i.e., your corporate headquarters) in operating income (loss). Otherwise, tell us in detail why ASC 610-20-45-1 and ASC 360-10-45-5 do not apply. Also, refer to ASC 360-10-15-5(b), since the intangible assets sold were no longer to be held and used. This comment also applies to your Form…
Evidence
Direction
company to staff
Formerly
BED BATH & BEYOND, INC.
Letter dated
2025-09-29
Published on edgar
2026-08-26
Reviewing
Bed Bath & Beyond, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Form 10-Q for Quarterly Period Ended June 30, 2025 Item 2.02 Form 8-K Dated February 2
Source
Company response to SEC staff (CORRESP)
Topics
Non-GAAP measures, Segment reporting, Goodwill and impairment, Internal control, Income taxes, Share-based compensation, MD&A
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-12-08; published on EDGAR 2026-08-26 — the
SEC releases comment letters only after the review closes.
Please tell us in further detail how you determined the qualitative factors overcame the quantitative significance of the errors to your Operating Income (Loss) in each of the following periods: •fiscal year ended December 31, 2023, •the three and six months ended June 30, 2025 and •the three and six months ended June 30, 2024. Also, it appears in your quantitative analysis that you have reflected the $10.3 million…
Evidence
Cited sections
Item 9A. Controls and Procedures, page 83
Direction
company to staff
Formerly
BED BATH & BEYOND, INC.
Letter dated
2025-12-08
Published on edgar
2026-08-26
Reviewing
Bed Bath & Beyond, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Item 2.02 Form 8-K Dated October 27, 2025 Responses Dated September 29, 2025 and Septe
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-09-04; published on EDGAR 2026-08-26 — the
SEC releases comment letters only after the review closes.
Evidence
Direction
staff to company
Letter dated
2025-09-04
Published on edgar
2026-08-26
Reviewing
Bed Bath & Beyond, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Form 10-Q for Quarterly Period Ended June 30, 2025 Item 2.02 Form 8-K Dated February 2
Source
SEC staff comment letter (UPLOAD)
Topics
Non-GAAP measures, Goodwill and impairment, Income taxes, Fair value, MD&A
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-11-18; published on EDGAR 2026-08-26 — the
SEC releases comment letters only after the review closes.
Evidence
Cited sections
Item 9A. Controls and Procedures, page 83
Direction
staff to company
Letter dated
2025-11-18
Published on edgar
2026-08-26
Reviewing
Bed Bath & Beyond, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Item 2.02 Form 8-K Dated October 27, 2025 Responses Dated September 29, 2025 and Septe
Source
SEC staff comment letter (UPLOAD)
Topics
Non-GAAP measures, Internal control, Income taxes, Fair value
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-12-30; published on EDGAR 2026-08-26 — the
SEC releases comment letters only after the review closes.
Please tell us why you omitted management’s assessment of the effectiveness of the registrant’s internal control over financial reporting, including a statement as to whether or not internal control over financial reporting is effective. Refer to Item 308(a)(3) of Regulation S-K. Please also tell us why you omitted a statement that the registered public accounting firm that audited the financial statements included…
Evidence
Direction
company to staff
Letter dated
2025-12-30
Published on edgar
2026-08-26
Reviewing
Distribution Solutions Group, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Filed March 6, 2025 Form 8-K filed October 30, 2025 File No. 000-10546
Source
Company response to SEC staff (CORRESP)
Topics
Internal control, Non-GAAP measures
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-12-18; published on EDGAR 2026-08-26 — the
SEC releases comment letters only after the review closes.
Please tell us why you omitted management’s assessment of the effectiveness of the registrant's internal control over financial reporting, including a statement as to whether or not internal control over financial reporting is effective. Refer to Item 308(a)(3) of Regulation S-K. Please also tell us why you omitted a statement that the registered public accounting firm that audited the financial statements included…
Evidence
Direction
staff to company
Letter dated
2025-12-18
Published on edgar
2026-08-26
Reviewing
Distribution Solutions Group, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Filed March 6, 2025 Form 8-K filed October 30, 2025 File No. 000-10546 Dear
Source
SEC staff comment letter (UPLOAD)
Topics
Internal control, Non-GAAP measures
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 will not be filed within the prescribed time period because of the Company’s liquidity including the Company’s ability to meet day-to-day operation obligations. We continue to work on finding funding solutions and are dependent on the receipt of loans from Abuse Deterrent Pharma, LLC, which are used to meet day-to-day operation obligations, although no assurance can be made that the receipt of such loans will continue or be sufficient to meet long-term day-to-day operation obligations. We have not filed our Annual Reports for the year ended December 31, 2022, December 31, 2023, December 31, 2024 and…
Evidence
Days past due date
12
Routine
No
Severity
normal
Source
Form 12b-25 (notification of late filing)
Stated reason
The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 will not be filed within the prescribed time period because of the Company’s liquidity including the Company’s ability to meet day-to-day operation obligations. We continue to work on finding funding solutions and are dependent on the receipt of loans from Abuse Deterrent Pharma, LLC, which are used to meet day-to-day operation obligations, although no assurance can be made that the receipt of such loans will continue or be sufficient to meet long-term day-to-day operation obligations. We have not filed our Annual Reports for the year ended December 31, 2022, December 31, 2023, December 31, 2024 and…
Why
The company told the SEC it could not file a periodic report on time, using Form 12b-25.
Letter dated
2025-04-29; published on EDGAR 2026-08-25 — the
SEC releases comment letters only after the review closes.
We note from the tables on page 33 and 34 that you are making non-GAAP adjustments to income taxes on continuing operations. Please revise to include disclosure on how this adjustment has been calculated or determined. See Question 102.11 of the SEC Staff’s C&DI on Non-GAAP Financial Measures. The Company acknowledges the Staff’s comment and advises the Staff that the income taxes attributable to its Non-GAAP…
Evidence
Direction
company to staff
Letter dated
2025-04-29
Published on edgar
2026-08-25
Reviewing
Stanley Black & Decker, Inc. Form 10-K for the Year Ended December 28, 2024 Form 8-K furnished on February 5, 2025 File No. 001-05224 Dear Ms. Erlanger and Mr.
Source
Company response to SEC staff (CORRESP)
Topics
MD&A, Non-GAAP measures, Income taxes, Inventory, Goodwill and impairment, Segment reporting
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-05-21; published on EDGAR 2026-08-25 — the
SEC releases comment letters only after the review closes.
We note from your response to prior comment 2, that in 2024, the footprint rationalization adjustment includes $45.2m of costs related to the transformation or reconfiguration of other sites within your manufacturing and distribution network. You also state that these costs primarily related to inventory transfer costs and engineering and information technology costs to re-configure the operations, processes…
Evidence
Direction
company to staff
Letter dated
2025-05-21
Published on edgar
2026-08-25
Reviewing
Stanley Black & Decker, Inc. Form 10-K for the Year Ended December 28, 2024 Form 10-Q for the Quarter Ended March 29, 2025 Response Letter dated April 29, 2025
Source
Company response to SEC staff (CORRESP)
Topics
MD&A, Inventory, Non-GAAP measures
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-08-06; published on EDGAR 2026-08-25 — the
SEC releases comment letters only after the review closes.
We note from your response to our prior comment 2 that the closure of the Ft. Worth site and related inventory and tooling charges were a result of your inability to fully ramp production using new automation technology and equipment. As a result, the inventory and tooling were no longer viable or usable elsewhere in the Company’s operations. Please tell us more about the decision to close the Ft. Worth plant…
Evidence
Direction
company to staff
Letter dated
2025-08-06
Published on edgar
2026-08-25
Reviewing
Stanley Black & Decker, Inc. Form 10-K for the Year Ended December 28, 2024 Form 10-Q for the Quarter Ended March 29, 2025 Response Letter dated May 21, 2025 Fi
Source
Company response to SEC staff (CORRESP)
Topics
MD&A, Inventory
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-09-09; published on EDGAR 2026-08-25 — the
SEC releases comment letters only after the review closes.
We note your response to our prior comment, and continue to believe that the adjustment to your non-GAAP financial measures for the write-off of inventory related to the closure of the Ft. Worth site is not appropriate as those costs represent normal, recurring costs of operations. See Question 100.01 in the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Please revise future filings…
Evidence
Direction
company to staff
Letter dated
2025-09-09
Published on edgar
2026-08-25
Reviewing
Stanley Black & Decker, Inc. Form 10-K for the Year Ended December 28, 2024 Form 10-Q for the Quarter Ended March 29, 2025 Response Letter dated August 6, 2025
Source
Company response to SEC staff (CORRESP)
Topics
MD&A, Non-GAAP measures, Inventory
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
Letter dated
2025-04-01; published on EDGAR 2026-08-25 — the
SEC releases comment letters only after the review closes.
We note from the tables on page 33 and 34 that you are making non-GAAP adjustments to income taxes on continuing operations. Please revise to include disclosure on how this adjustment has been calculated or determined. See Question 102.11 of the SEC Staff’s C&DI on Non-GAAP Financial Measures. We note from footnote (1) at the top of page 35, that the adjustment for “footprint rationalization” costs in 2024 primarily…
Evidence
Direction
staff to company
Letter dated
2025-04-01
Published on edgar
2026-08-25
Reviewing
Stanley Black & Decker, Inc. Form 10-K for the Year Ended December 28, 2024 Form 8-K furnished on February 5, 2025 File No. 001-05224 Dear Patrick Hallinan: We
Source
SEC staff comment letter (UPLOAD)
Topics
MD&A, Non-GAAP measures, Income taxes, Goodwill and impairment, Inventory, Segment reporting
Why
SEC staff reviewed the company's periodic report and raised written comments on its accounting, or the company replied to them. Letters are published on EDGAR only after the review closes.
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