Form 8-K Item 4.02 Structured Data API

The Form 8-K Item 4.02 Structured Data API provides access to a database of structured data extracted from material event disclosures on Form 8-K, specifically under Item 4.02: "Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review". The database encompasses all 8-K filings that disclose Item 4.02, spanning from the present back to 2004, when Item 4.02 was first introduced, with over 8,000 non-reliance disclosures to date.

The data is extracted from the text section disclosed under Item 4.02 and is provided in a structured JSON format with key/value properties, enabling easy analysis and evaluation of the disclosure. The extracted information include:

  • Key components of the disclosure, such as the identification of material errors in revenue recognition
  • List of all identified issues
  • Affected reporting periods (quarters or financial years) that potentially require restatement
  • Identification of who discovered the issue (company, auditors, SEC)
  • Necessity for the restatement of previously disclosed financial statements
  • Reasons for the restatement
  • Whether the impact of the restatement is yet to be determined
  • Impact of the error (e.g., net income was overstated)
  • Materiality of the impact
  • Auditors involved
  • Affected line items of the respective income statement, balance sheet, or cash flow statement
  • Changes in revenue and net income and the magnitude of such changes
  • General event classification
Dataset size:
Over 8,000 non-reliance disclosures from Form 8-K filings, spanning from 2004 to the present.
Data update frequency:
Structured data is extracted, indexed and made available in less than 500 milliseconds after the filing is published on the SEC EDGAR database.
Survivorship bias free:
Yes. The database includes all Form 8-K filings, including those from companies that are no longer active or exist.

API Endpoint

Search and retrieve structured data from Form 8-K filings with non-reliance disclosures by sending POST HTTP requests with search parameters as JSON-formatted payload to the following API endpoint:

https://api.sec-api.io/form-8k

Supported HTTP methods: POST

Request and response content type: JSON

Authentication

To authenticate your API requests, use the API key available in your user profile. You can utilize your API key in one of two ways. Choose the method that best fits your implementation:

  • Authorization Header: Include your API key as an Authorization header in your POST requests. For instance, before sending a POST request to https://api.sec-api.io/form-8k, ensure the header is set as follows: Authorization: YOUR_API_KEY.
  • Query Parameter: Alternatively, append your API key directly to the URL as a query parameter. For example, when making POST requests, use the URL https://api.sec-api.io/form-8k?token=YOUR_API_KEY instead of the base endpoint.

Request Parameters

You can retrieve structured data extracted from Item 4.02 in Form 8-K filings by sending a search query to the API. All fields of the extracted data are searchable. For a complete list of searchable fields, refer to the Response Structure section below. Send a search query as a JSON-formatted payload to the API using the structure explained below.

Request parameters:

  • query (string) - Your search criteria in the format field:value defining the fields to search in and the values to search for in those fields. The query is written in Lucene syntax and supports boolean operators (AND, OR, NOT), range queries across date and number fields using square brackets ([, ]), wildcards (*) and search expression grouping with normal brackets ((, )). More information on Lucene is available here. Query examples are available below.
  • from (integer) - Specifies the starting position of your results, allowing for pagination. For instance, set from to 50 to skip the first 50 results. Default: 0. Maximum: 10,000, which is also the cap for the maximum number of results returned per query. To retrieve all results in your search universe, increment from by the value of the size parameter (e.g., 50) until no more results are returned or the 10,000 limit is reached. For example, use 0, 50, 100, and so on. If your query locates more than 10,000 results, consider narrowing your search by refining your filter criteria, such as using a date range filter to iterate over months or years. One approach would be to search for items with a filedAt date range filter, e.g., filedAt:[2023-01-01 TO 2023-01-31] (all filings from January 2023), then paginate through the results by incrementing from, and once completed, repeat the process for the next month, and so on.
  • size (integer) - The number of results to be returned per request. Default: 50. Maximum: 50.
  • sort (array) - An array of objects that specify how the returned results are sorted. The default sorting order is descending by the filedAt date, most recent filings first. The sorting order can be changed to ascending by setting order to asc. The default sorting order can be overridden by specifying a different sorting field.

Request Examples

Find all extracted data from Item 4.02 non-reliance disclosures where the date of disclosure is between January 1st and December 31st, 2022, with the result sorted by the filing date, starting with the most recent filings. Increase the from parameter by 50 on each request to paginate the results.

JSON

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            {
          

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                "query": "item4_02:* AND filedAt:[2022-01-01 TO 2022-12-31]",
          

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                "from": "0", // increase by 50 on each request to paginate results
          

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                "size": "50",
          

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                "sort": [{ "filedAt": { "order": "desc" } }]
          

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              }

Retrieve the extracted data from the financial non-reliance disclosure for a specific company using its trading symbol (ticker). In this example, the API returns all non-reliance disclosures for the company with the ticker symbol "AEON".

JSON

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            {
          

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                "query": "item4_02:* AND ticker:AEON",
          

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                "from": "0",
          

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                "size": "50"
          

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              }

Find all financial restatements that require net income to be decreased as a result of the restatement, where the date of disclosure is between January 1st and December 31st, 2022, with the result sorted by the filing date, starting with the most recent filings.

JSON

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            {
          

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                "query": "item4_02.netIncomeDecreased:true AND filedAt:[2022-01-01 TO 2022-12-31]",
          

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                "from": "0",
          

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                "size": "50",
          

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                "sort": [{ "filedAt": { "order": "desc" } }]
          

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              }

Response Structure

Response type: JSON

The API response represents a JSON object with two fields: total (object) and data (array). The total.value field indicates the total number of results matching your search query. The data array holds up to 50 items per request, each item representing the extracted data from a non-reliance disclosure with the following structure:

  • id (string) - System-internal unique identifier of the item.
  • accessionNo (string) - Unique accession number of the Form 8-K filing, e.g. 0001607062-24-000205.
  • filedAt (date) - Date and time at which the filing was accepted by SEC EDGAR for processing, e.g. 2024-05-15T16:17:15-04:00.
  • periodOfReport (date) - The date of the occurence of the event. Format: YYYY-MM-DD. For example, a company might identify a material accounting error in its financial statements on May 1, 2024, and disclose the error in a Form 8-K filing on May 2, 2024. In this case, the periodOfReport would be 2024-05-01.
  • formType (string) - EDGAR form type. Possible values: 8-K, 8-K/A. For example, a company might file an amended Form 8-K (8-K/A) non-reliance disclosure to provide additional information regarding its previously disclosed material accounting error.
  • cik (string) - The Central Index Key (CIK) of the issuer, e.g. 1862068. Leading zeros are removed.
  • ticker (string) - The trading symbol of the issuer at the time of filing indexation, e.g. RBT for Tesla Inc.
  • companyName (string) - The name of the issuer, e.g. Rubicon Technologies, Inc..
  • items (array of strings) - List of items disclosed in the Form 8-K filing, e.g. ["Item 4.02: ...", "Item 5.02: ...", "Item 9.01: ..."]. An 8-K filing may contain multiple items, each representing a different event disclosure.
  • item4_02 (object) - Information about the non-reliance on previously issued financial statements or a related audit report or completed interim review. The object contains the following properties:
    • keyComponents (string) - Key components of the non-reliance disclosure, e.g. "The Company identified errors in previously issued financial statements related to deferred underwriting compensation and classification of non-redemption agreement expenses."
    • identifiedIssues (array of strings) - List of all identified issues, e.g. ["Unexplained reconciling differences in inventory balances", "Misstated inventory by a former employee"].
    • affectedReportingPeriods (array of strings) - List of affected reporting periods that potentially require restatement, including quarters or financial years, e.g. ["Q1 2023", "FY 2022"].
    • identifiedBy (array of strings) - List of entities that discovered the issue. Possible values: Company, Auditors, SEC. For example, the audit committee of the company might have identified the material accounting error, or the company's external auditors might have discovered the issue. The SEC might have also identified the error during a routine review and requested the company to disclose the issue using a SEC comment letter or other means.
    • restatementIsNecessary (boolean) - true if the restatement of previously disclosed financial statements is necessary, false otherwise.
    • reasonsForRestatement (array of strings) - List of reasons for the restatement, e.g. ["Misstated inventory", "Inaccurate and unsupported manual journal entries"].
    • impactYetToBeDetermined (boolean) - true if the company explicitly states that the impact of the error is yet to be determined, false otherwise.
    • impactOfError (string) - Impact of the error, e.g. "Income before income taxes was overstated by approximately $5 to $7 million for FY 2023. The total overstatement is approximately $26 to $29 million."
    • impactIsMaterial (boolean) - true if the company explicitly states that the impact of the error is material, false otherwise.
    • materialWeaknessIdentified (boolean) - true if the company disclosed a material weakness in its internal financial controls, false otherwise.
    • auditors (array of strings) - List of auditors involved in the restatement process, e.g. ["PricewaterhouseCoopers LLP"].
    • affectedLineItems (array of strings) - List of affected line items of the respective income statement, balance sheet, or cash flow statement, e.g. ["Inventory", "Cost of Sales", "Income Before Income Taxes"]
    • netIncomeDecreased (boolean) - true if the company explicitly states that net income decreased as a result of the restatement, false otherwise.
    • netIncomeIncreased (boolean) - true if the company explicitly states that net income increased as a result of the restatement, false otherwise. Note, this field is not mutually exclusive with netIncomeDecreased as both can be true if the restatement affected different periods.
    • netIncomeAdjustment (string) - If explicitly disclosed, the magnitude of the net income adjustment, e.g. "$348.0 million".
    • revenueDecreased (string) - true if the company explicitly states that revenue decreased as a result of the restatement, false
    • revenueIncreased (string) - true if the company explicitly states that revenue increased as a result of the restatement, false otherwise. Note, this field is not mutually exclusive with revenueDecreased as both can be true if the restatement affected different periods.
    • revenueAdjustment (string) - If explicitly disclosed, the magnitude of the revenue adjustment, e.g. "$1.2 billion".
    • eventClassification (string) - General classification of the event, e.g. "Financial Restatement Due to Error in Recording Write-off of Acquired In-Process Research and Development".

Response Example

JSON

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            {
          

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                "total": {
          

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                  "value": 192,
          

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                  "relation": "eq"
          

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                },
          

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                "data": [
          

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                  {
          

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                    "id": "b2a86b36dfd04b43f281a003c287003a",
          

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                    "accessionNo": "0001837607-24-000047",
          

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                    "formType": "8-K",
          

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                    "filedAt": "2024-05-03T16:27:10-04:00",
          

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                    "periodOfReport": "2024-05-01",
          

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                    "cik": "1837607",
          

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                    "ticker": "AEON",
          

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                    "companyName": "AEON Biopharma, Inc.",
          

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                    "items": [
          

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                      "Item 4.02: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review"
          

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                    ],
          

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                    "item4_02": {
          

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                      "keyComponents": "The Board of Directors of AEON Biopharma, Inc., based on the recommendation of, and after consultation with, the Company’s management, concluded that the Company’s previously issued financial statements as of and for the three and nine months ended September 30, 2023, and for the year ended December 31, 2023, should no longer be relied upon due to an identified error. The error involved the write-off of acquired in-process research and development (IPR&D) which should have been reflected in the Successor’s opening balance sheet and subsequently recognized in the consolidated statement of operations and comprehensive loss. This error resulted in non-cash corrections to increase the loss reported by $348.0 million. The Company expects to report a material weakness as a result of the error identified and intends to file restated audited consolidated financial statements.",
          

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                      "identifiedIssues": [
          

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                        "Write-off of acquired in-process research and development (IPR&D) incorrectly recorded"
          

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                      ],
          

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                      "affectedReportingPeriods": [
          

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                        "Q3 2023",
          

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                        "FY 2023"
          

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                      ],
          

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                      "identifiedBy": [
          

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                        "Company"
          

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                      ],
          

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                      "restatementIsNecessary": true,
          

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                      "reasonsForRestatement": [
          

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                        "Write-off of acquired in-process research and development (IPR&D) should have been reflected in the Successor’s opening balance sheet and subsequently recognized in the consolidated statement of operations and comprehensive loss"
          

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                      ],
          

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                      "impactYetToBeDetermined": false,
          

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                      "impactOfError": "Non-cash corrections to increase the loss reported on the Company’s condensed consolidated statement of operations and comprehensive loss for the Successor periods from July 22, 2023 to September 30, 2023 and July 22, 2023 to December 31, 2023 by $348.0 million.",
          

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                      "impactIsMaterial": true,
          

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                      "materialWeaknessIdentified": true,
          

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                      "auditors": [
          

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                        "KPMG LLP"
          

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                      ],
          

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                      "affectedLineItems": [
          

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                        "Accumulated Deficit",
          

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                        "Consolidated Statement of Operations and Comprehensive Loss"
          

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                      ],
          

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                      "netIncomeDecreased": true,
          

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                      "netIncomeIncreased": false,
          

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                      "netIncomeAdjustment": "$348.0 million",
          

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                      "revenueDecreased": false,
          

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                      "revenueIncreased": false,
          

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                      "revenueAdjustment": "",
          

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                      "eventClassification": "Financial Restatement Due to Error in Recording Write-off of Acquired In-Process Research and Development"
          

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                    }
          

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                  }
          

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                ]
          

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              }

References

For more information about Form 8-K filings visit the SEC websites here:

Regulations

Research Papers