The k-6 sec form – is a form that private foreign securities issuers are obligate to file, pursuant to the rules detailed in the securities law from 1934. the k-6 form or “the private foreign issuer report” is administered pursuante to the sec rules.

When an issuer who is not American files an annual, b-annual or quarterly report to the regulators in the country of origin, he is required to file a cover declaration as to the foreign filings to the US Securities and Exchange Commission – SEC.

The cover declaration is known as a K-6 form which eases the burden of dual reporting for certain issuers who are not American and are obligated to file under these rules.

As any information that a foreign company issues to the local securities regulators, the investors or the stock exchange must also be filed on a K-6 form. The K-6 form constitutes a pathway for fundamental information that arises between the annual and the quarterly reports which are also filed with SEC.

Information is considered to be fundamental for a private foreign issuer if it entails:

A change of businesses
A change in management or control
Fundamental changes in the number of the debt of the securities
Change of accountant
Change of securities
Bankruptcy or receivership
Fundamental legal proceedings etc.

For example, for the period ending on January 26, 2018, GlaxoSmithKline provided a K-6 report. The report provided fundamental information that the Committee for Medicinal Products for Human Use (CHMP) had issued a positive opinion that recommended approval for marketing of one of the company’s vaccines.

By means of the SEC K-6 form, a private foreign issuer provides communication and fundamental information published for the public in its country of origin, filed and published to the public on the stock exchange in the country in which its securities are traded or is distributed to security holders. This form in practice promotes sharing of cross-border information whereby it enables American investors in foreign securities to receive that same access to information that investors in the foreign company’s domestic market receive. The information on the form ensures that the investors shall be aware of the information that distributors outside of the United States are distributing. Transparency of this information is one of the most important components for an organized and fair market.

Reports carried out with SEC on a K-6 form are considered to be “provided” and not “filed” for the purpose of liability pursuant to Article 18 of the Exchange Law, which creates a private right of action against individuals for false declarations about fundamental facts in documents “that have been filed” pursuant to the Exchange Law.

SEC K-6 forms often include duplicate copies of the last financial reports of the private foreign issuer such as profit and loss reports, balance sheet and cash flow reports. Apart from annual reports the K-6 is the only form required from foreign issuers who are obligated to file in English. If the original document that shall be filed is in a foreign language, a full or summary translation into English of the document must be provided. Foreign issuers file a K-6 form to SEC electronically by means of the SEC EDGAR system. A report that displays “K-6/A” is an amended K-6 report that was filed when essential information has changed.

Our office – located in the heart of Tel Aviv, Israel, provides audit services for companies wishing to trade on OTC – while ensuring to adhere to the audit standards placed by the PCAOB.