What do Form 8-K Items 3.01 and 1.03 report?

Information as of 15 October 2026. Everything below comes from the SEC's Form 8-K instructions, linked below. If anything here is wrong, tell us at contact@oqro.io and we will correct it.

What does Item 3.01 report?

Item 3.01 is titled Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. According to the form's instructions, it applies when the company has received notice from the national securities exchange or national securities association that maintains the principal listing for any class of its common equity that one of three things is true: the company or the class of its securities does not satisfy a rule or standard for continued listing; the exchange has submitted an application to the SEC to delist the class of securities; or the association has taken all necessary steps under its rules to delist the security from its automated inter-dealer quotation system.

In plain words, the item reports a notice that the company's listing is at risk or being ended. It does not report that a stock has already been removed, and it does not report every warning a company might receive about its standing.

What must the company say?

The form requires the company to disclose the date it received the notice and the rule or standard for continued listing on which the notice is based, along with other information the instructions list. The text of a typical filing names the rule, for example a minimum price or a minimum number of shareholders, and may describe the period the company has to regain compliance and what it intends to do. The form leaves the plan to the company; what it requires is the notice and its basis.

The item's title also names a transfer of listing, which the form's later paragraphs address. The SEC rule the form cites for an exchange's application to delist a class of securities is Rule 12d2-2, titled Removal from listing and registration.

What does Item 1.03 report?

Item 1.03 is titled Bankruptcy or Receivership. The form says it applies if a receiver, fiscal agent or similar officer has been appointed for the company or its parent in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the company or its parent. It also applies if that jurisdiction has been assumed by leaving the existing directors and officers in possession but subject to the supervision and orders of a court or governmental authority.

The company then discloses the details the instructions list for the event. For a reader, the item marks the formal start of the proceeding, not the financial difficulty that led to it, which earlier filings may describe.

When are the reports due?

Unless an item says otherwise, the form says a report is to be filed or furnished within four business days after the event occurs. For Item 3.01, the event is the receipt of the notice. For Item 1.03, it is the appointment of the receiver or the court's assumption of jurisdiction. If the event falls on a weekend or a holiday on which the SEC is closed, the four business day period begins on the first business day after it.

How does OQRO show them?

OQRO's red flags page lists delisting notices among the events that companies reported in their own filings, with the insider sales filed in the weeks before each one. The page states the date the filing was accepted by the SEC, in US Eastern time, and links to the filing.

An Item 3.01 filing usually has a sequel. If the company regains compliance, a later filing may say so. If it does not, a later filing can report that the listing has ended or moved. Our article on reading a merger announcement shows how the filings of a deal follow one another; the same habit of following the chain applies here.

What this does not tell you

A delisting notice does not mean the company will be delisted: the filing states the notice and usually the time to respond. A bankruptcy filing does not tell you what holders of its stock or debt will receive; the proceeding's own documents do. Neither item says anything about the stock's future price.

OQRO lists what filings state and when; it does not predict outcomes. Nothing here is investment advice.