SEC Cybersecurity Disclosures: Reporting Material Blockchain Exploits (Form 8-K)
The Executive Verdict
1. The 4-Day Clock: Discovery vs. Determination
Discovery (Day 0): You realize the bridge is drained. Determination (Day X): You conclude the loss is material to investors. The clock starts at Determination. However, "unreasonable delay" in determination is a violation.
Timeline Chart. Zero Hour (Hack). Day 1 (Investigation). Day 2 (Materiality Determination - Clock Starts). Day 6 (Filing Deadline).
2. Defining "Materiality" in a Web3 Context
Quantitative: Loss > 1-5% of assets. Qualitative: Loss of Admin Keys (God Mode), Logic Bug affecting core product, or reputational ruin. A small dollar loss can be material if it kills trust.
3. What Must Be Disclosed in the 8-K?
Required: Nature/Scope, Timing, and Financial Impact. Not Required: Technical details that would aid hackers (e.g., specific vulnerability code). Focus on the Balance Sheet impact.
4. The "Etherscan" Defense: Is Public Knowledge a Disclosure?
No. Tweets and Etherscan links are "unstructured data." Expenses and liabilities must be filed formally. Relying on public knowledge creates liability for "Selective Disclosure."
5. The National Security Exception
If the hack is linked to a nation-state (e.g., Lazarus Group), the Attorney General can grant a 30-day delay for national security. Your counsel must apply for this immediately if suspected.
6. Operational SOP: The "8-K Ready" Incident Response
1. Materiality Committee (CEO, CFO, GC) meets every 12 hours. 2. Document the "Why" (if deciding not to file). 3. Automate "Funds at Risk" alerts to trigger the committee.
7. Foreign Private Issuers (Form 6-K)
Offshore entities listed in the US must file Form 6-K if they disclose the hack locally. You cannot hide an offshore hack from US investors.
8. Summary Checklist: The Disclosure Sprint
1. Detect Incident. 2. Convene Committee. 3. Assess Materiality (Quant/Qual). 4. Draft 8-K (No technical roadmaps). 5. File within 4 Days.
⚠️ The Insider Trading Trap
F.A.Q // Logical Clarification
Does this apply to private companies?
"No, but regulated private entities (RIAs, Trust Cos) have parallel reporting duties to their specific regulators."
What if we recover the funds?
"You still file. The breach was the material event. Recovery is a remediation detail included in the filing."
Can we delay if we are negotiating with the hacker?
"No. Negotiation is not a valid legal reason to delay an SEC filing."
Module ActionsCW-MA-2026
Institutional Context
"This module has been cross-referenced with Legal & Regulatory / Compliance standards for maximum operational reliability."