Notice2025-01415
Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Amendment No. 2 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 2, To Amend Section 802.01C of the NYSE Listed Company Manual (Price Criteria for Capital or Common Stock) To Restrict the Use of Reverse Stock Splits in Certain Circumstances
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
January 22, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 13 (Wednesday, January 22, 2025)</title>
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[Federal Register Volume 90, Number 13 (Wednesday, January 22, 2025)]
[Notices]
[Pages 7715-7718]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-01415]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-102201; File No. SR-NYSE-2024-48]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Amendment No. 2 and Order Granting Accelerated
Approval of a Proposed Rule Change, as Modified by Amendment No. 2, To
Amend Section 802.01C of the NYSE Listed Company Manual (Price Criteria
for Capital or Common Stock) To Restrict the Use of Reverse Stock
Splits in Certain Circumstances
January 15, 2025.
I. Introduction
On September 30, 2024, New York Stock Exchange LLC (``NYSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to amend Section 802.01C (Price Criteria for
Capital or Common Stock) of the NYSE Listed Company Manual (``Manual'')
to provide that (i) a listed company that falls below the price
criteria set forth therein and effects a reverse stock split to regain
compliance will not be eligible for a compliance period in certain
circumstances, and (ii) a listed company may not effectuate a reverse
stock split if it would result in the company falling below continued
listing requirements. The proposed rule change was published for
comment in the Federal Register on October 17, 2024.\3\
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 101306 (Oct. 10,
2024), 89 FR 83738 (``Notice''). Comments on the Notice are
available at: <a href="https://www.sec.gov/comments/sr-nyse-2024-48/srnyse202448.htm">https://www.sec.gov/comments/sr-nyse-2024-48/srnyse202448.htm</a>.
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On November 25, 2024, pursuant to Section 19(b)(2) of the Act,\4\
the Commission designated a longer period within which to approve the
proposed rule change, disapprove the proposed rule change, or institute
proceedings to determine whether to disapprove the proposed rule
change.\5\ On December 20, 2024, the Exchange filed partial Amendment
No. 1 to the proposed rule change, and on January 2, 2025, the Exchange
withdrew partial Amendment No. 1 and filed partial Amendment No. 2 to
the proposed rule change (``Amendment No. 2'').\6\ The Commission is
publishing this notice to solicit comments on the proposed rule change,
as modified by Amendment No. 2, from interested persons and is
approving the proposed rule change, as modified by Amendment No. 2, on
an accelerated basis.
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\4\ 15 U.S.C. 78s(b)(2).
\5\ See Securities Exchange Act Release No. 101746, 89 FR 95301
(Dec. 2, 2024) (designating January 15, 2025, as the date by which
the Commission shall either approve, disapprove, or institute
proceedings to determine whether to disapprove the proposed rule
change).
\6\ Amendment No. 2 is available on the Commission's website at
<a href="https://www.sec.gov/comments/sr-nyse-2024-48/srnyse202448-554495-1588362.pdf">https://www.sec.gov/comments/sr-nyse-2024-48/srnyse202448-554495-1588362.pdf</a>. As discussed below, the Exchange's proposal would
prohibit a listed company from effectuating a reverse stock split if
the effectuation of such reverse stock split results in the
company's security falling below the continued listing requirements
of Section 802.01A of the Manual. In Amendment No. 2, the Exchange
proposes to adopt additional rule text to provide that if a company
effectuates a reverse stock split in such circumstances, the company
would not be eligible to follow the procedures outlined in Sections
802.02 and 802.03 of the Manual and the Exchange would immediately
commence suspension and delisting procedures with respect to such
security in accordance with Section 804.00 of the Manual.
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II. Description of the Proposed Rule Change, as Modified by Amendment
No. 2
The Exchange is proposing to amend Section 802.01C of the Manual to
provide that (i) a listed company that falls below the price criteria
set forth therein and effects a reverse stock split to regain
compliance will not be eligible for a compliance period in certain
circumstances, and (ii) a listed company may not effectuate a reverse
stock split if it would result in the company falling below continued
listing requirements.
Section 802.01C of the Manual (``Section 802.01C'') provides that a
listed company will be considered to be below compliance standards if
the average closing price of a security as reported on the consolidated
tape is less than $1.00 over a consecutive 30 trading-day period
(``Price Criteria'').\7\ Under Section 802.01C, once the company is
notified that it has fallen below the Price Criteria, the company must
bring its share price and average share price back above $1.00 by six
months following receipt of the notification. A listed company is not
eligible to follow the procedures outlined in Sections 802.02 and
802.03 of the Manual with respect to this criteria.\8\ The company
must, however,
[[Page 7716]]
notify the Exchange, within 10 business days of receipt of the
notification, of its intent to cure the Price Criteria deficiency or be
subject to suspension and delisting procedures as set forth in Section
804.00 of the Manual.\9\ The company can regain compliance at any time
during the six-month cure period if on the last trading day of any
calendar month during the cure period the company has a closing share
price of at least $1.00 and an average closing share price of at least
$1.00 over the 30 trading-day period ending on the last trading day of
that month. In the event that at the expiration of the six-month cure
period, both a $1.00 closing share price on the last trading day of the
cure period and a $1.00 average closing share price over the 30
trading-day period ending on the last trading day of the cure period
are not attained, the Exchange will commence suspension and delisting
procedures as set forth in Section 804.00.\10\
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\7\ While the term ``Price Criteria'' is used as a defined term
in Section 802.01C, the current rule does not actually provide a
definition for the term. The Exchange is now proposing to define the
term in the rule. See Notice, supra note 3, at 83738.
\8\ Sections 802.02 and 802.03 of the Manual set forth specific
procedures for listed domestic companies and listed non-U.S.
companies that are identified as being below the Exchange's
continued listing criteria. In general, Sections 802.02 and 802.03
of the Manual provide that if the Exchange identifies a company as
being below the Exchange's continued listing criteria, the Exchange
will notify the company within 10 business days and provide the
company with an opportunity to submit a plan to regain compliance
with the continued listing standards within 18 months. If the
company does not submit a plan within a required deadline, or if the
Exchange does not accept a plan, the Exchange will initiate
suspension and delisting procedures. If the Exchange accepts a plan,
the Exchange will review the company on a periodic basis for
compliance with the plan.
\9\ See Section 802.01C. See also Notice, supra note 3, at
83738.
\10\ See Section 802.01C. See also Notice, supra note 3, at
83738.
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Notwithstanding the foregoing, Section 802.01C provides that if a
listed company determines that, if necessary, it will cure the price
condition by taking an action that will require approval of its
shareholders, it must so inform the Exchange in the above referenced
notification, must obtain the shareholder approval by no later than its
next annual meeting, and must implement the action promptly thereafter.
The company will be deemed to have regained compliance with the Price
Criteria if the price promptly exceeds $1.00 per share, and the price
remains above the level for at least the following 30 trading days.\11\
The Exchange states that the action taken by a listed company to cure
its noncompliance with the Price Criteria that is subject to
shareholder approval is generally a reverse stock split.\12\
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\11\ See Section 802.01C. See also Notice, supra note 3, at
83738.
\12\ See Notice, supra note 3, at 83738.
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The Exchange now proposes to amend Section 802.01C to limit the
circumstances under which a listed company that fails to meet the Price
Criteria may be provided a compliance period under Section 802.01C.
Specifically, the Exchange proposes that, notwithstanding the general
ability of a listed company to utilize a reverse stock split as a
mechanism for regaining compliance with the Price Criteria, if a listed
company's security fails to meet the Price Criteria and the company (i)
has effected a reverse stock split over the prior one-year period \13\
or (ii) has effected one or more reverse stock splits over the prior
two-year period with a cumulative ratio of 200 shares or more to one,
then the company shall not be eligible for any compliance period
specified in Section 802.01C and the Exchange will immediately commence
suspension and delisting procedures with respect to such security in
accordance with Section 804.00 of the Manual.
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\13\ The Exchange states that, for the avoidance of doubt, the
proposed rule would apply to a listed company even if the company
was in compliance with the Price Criteria at the time of its prior
reverse stock split. See Notice, supra note 3, at 83738 n.4.
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The Exchange also proposes to amend Section 802.01C to prohibit a
listed company from effectuating a reverse stock split, for purposes of
regaining compliance with the Price Criteria or otherwise, if the
effectuation of such reverse stock split results in the company's
security falling below the continued listing requirements of Section
802.01A of the Manual (Distribution Criteria for Capital or Common
Stock (including Equity Investment Tracking Stock)). If a listed
company effectuates a reverse stock split notwithstanding this
limitation, the company would not be eligible to follow the procedures
outlined in Sections 802.02 and 802.03 of the Manual \14\ and the
Exchange would immediately commence suspension and delisting procedures
with respect to such security in accordance with Section 804.00 of the
Manual.\15\
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\14\ See supra note 8. A company identified as being below the
continued listing requirements of Section 802.01A of the Manual
(``Distribution Criteria'') would normally be eligible to follow the
procedures outlined in Sections 802.02 and 802.03 of the Manual,
including to submit a plan to regain compliance with the Exchange's
continued listing criteria. See Sections 802.01A, 802.02 and 802.03
of the Manual. Section 802.01A of the Manual sets forth alternative
distribution criteria for continued listing based on number of total
stockholders, average monthly trading volume, or number of publicly
held shares, as applicable.
\15\ See Amendment No. 2, supra note 6.
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In support of its proposal, the Exchange states that it has
observed that some companies, typically those in financial distress or
experiencing a prolonged operational downturn, engage in a pattern of
repeated reverse stock splits.\16\ The Exchange states that such
behavior is often indicative of deep financial or operational distress
within such companies, rendering them inappropriate for trading on the
Exchange for investor protection reasons.\17\ The Exchange states that
it has observed that the challenges facing such companies generally are
not temporary and may be so severe that the company is not likely to
maintain compliance with the Price Criteria on a sustained basis.\18\
Accordingly, the Exchange states the proposal protects investors and
the public interest by enhancing the Exchange's listing requirements.
In particular, the Exchange states that the proposal limits the ability
of listed companies with a history of having a low stock price to use
reverse stock splits as a means to remain qualified for listing and
will result in the delisting of companies whose history of recurring
inability to maintain price compliance is indicative of their financial
instability and unsuitability for continued listing.\19\ Furthermore,
the Exchange states that it is consistent with the protection of
investors and the public interest to delist any company that takes a
deliberate action that causes it to fall below an Exchange listing
standard, including the effectuation of a reverse split that causes a
company to fall below the Distribution Criteria.\20\
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\16\ See Notice, supra note 3, at 83739.
\17\ See id.
\18\ See id. The Exchange further states that the price concerns
with these companies can be a leading indicator of other listing
compliance concerns, and these companies often become subject to
delisting for other reasons within a short period of time. See id.
\19\ See id.
\20\ See id.
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III. Discussion and Commission Findings
After careful review, the Commission finds that the proposed rule
change, as modified by Amendment No. 2, is consistent with the
requirements of the Act and the rules and regulations thereunder
applicable to a national securities exchange.\21\ In particular, the
Commission finds that the proposed rule change, as modified by
Amendment No. 2, is consistent with Section 6(b)(5) of the Act,\22\
which requires, among other things, that the rules of an exchange be
designed to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, to remove impediments
to and perfect the mechanism of a free and open market
[[Page 7717]]
and a national market system, and, in general, to protect investors and
the public interest, and not be designed to permit unfair
discrimination between customers, issuers, brokers, or dealers; and
with Section 6(b)(7) of the Act,\23\ which requires, among other
things, that the rules of a national securities exchange provide a fair
procedure for the prohibition or limitation by the exchange of any
person with respect to access to services offered by the exchange.
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\21\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\22\ 15 U.S.C. 78f(b)(5).
\23\ 15 U.S.C. 78f(b)(7).
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The development and enforcement of meaningful listing standards
\24\ for an exchange is of critical importance to financial markets and
the investing public. Among other things, such listing standards help
ensure that exchange-listed companies will have sufficient public
float, investor base, and trading interest to provide the depth and
liquidity to promote fair and orderly markets. Meaningful listing
standards also are important given investor expectations regarding the
nature of securities that have achieved an exchange listing, and the
role of an exchange in overseeing its market and assuring compliance
with its listing standards.\25\
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\24\ The Commission notes that this reference to ``listing
standards'' is referring to both initial and continued listing
standards.
\25\ See, e.g., Securities Exchange Act Release Nos. 101271
(Oct. 7, 2024), 89 FR 82652, 82653 n.23 and accompanying text (Oct.
11, 2024) (SR-NASDAQ-2024-029) (Order Granting Approval of a
Proposed Rule Change, as Modified by Amendment No. 2, to Modify the
Application of Bid Price Compliance Periods); 88716 (Apr. 21, 2020),
85 FR 23393 (Apr. 27, 2020) (SR-NASDAQ-2020-001) (Order Approving a
Proposed Rule Change To Modify the Delisting Process for Securities
With a Bid Price at or Below $0.10 and for Securities That Have Had
One or More Reverse Stock Splits With a Cumulative Ratio of 250
Shares or More to One Over the Prior Two-Year Period); 88389 (Mar.
16, 2020), 85 FR 16163 (Mar. 20, 2020) (SR-NASDAQ-2019-089) (Notice
of Filing of Amendment No. 1 and Order Granting Accelerated Approval
of a Proposed Rule Change, as Modified by Amendment No. 1, To Amend
Rule 5815 To Preclude Stay During Hearing Panel Review of Staff
Delisting Determinations in Certain Circumstances). See also
Securities Exchange Act Release No. 81856 (Oct. 11, 2017), 82 FR
48296, 48298 (Oct. 17, 2017) (SR-NYSE-2017-31) (Notice of Filing of
Amendment No. 1 and Order Granting Accelerated Approval of a
Proposed Rule Change, as Modified by Amendment No. 1, To Amend the
Listed Company Manual To Adopt Initial and Continued Listing
Standards for Subscription Receipts) (stating that ``[a]dequate
standards are especially important given the expectations of
investors regarding exchange trading and the imprimatur of listing
on a particular market'' and that ``[o]nce a security has been
approved for initial listing, maintenance criteria allow an exchange
to monitor the status and trading characteristics of that issue . .
. so that fair and orderly markets can be maintained.'').
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The Exchange's proposal would eliminate the compliance periods
available to listed companies to cure a Price Criteria deficiency in
certain circumstances, which could lead to earlier delisting of
companies that fail to comply with the Price Criteria. In particular, a
listed company that fails to meet the Price Criteria and that has
effected a reverse stock split during the prior one-year period or has
effected reverse stock splits with a cumulative ratio of 200 shares or
more to one over the prior two-year period would not be eligible for
any compliance periods under Section 802.01C \26\ and the Exchange
would immediately commence suspension and delisting of such company. In
addition, the Exchange proposes to immediately commence suspension and
delisting procedures with respect to any company that effects a reverse
stock split that results in the company falling below the Distribution
Criteria.
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\26\ See supra notes 8-11 and accompanying text.
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The Exchange's proposal is reasonably designed to enhance its
continued listing standards, thereby protecting investors and the
public interest. In particular, the proposal is reasonably designed to
curtail the use of reverse stock splits to inappropriately delay
delisting and thereby allow a company's security to remain listed on
the Exchange for an extended period despite not being able to maintain
compliance with the Price Criteria or Distribution Criteria. As
discussed above, the Exchange states that engaging in a pattern of
repeated reverse stock splits is often indicative of deep financial or
operational distress that renders a company inappropriate for trading
on the Exchange for investor protection reasons.\27\ The Exchange can
reasonably conclude from its experience that a listed company that has
effected a reverse stock split over the prior one-year period or has
effected one or more reverse stock splits over the prior two-year
period with a cumulative ratio of 200 shares or more to one and is
unable to maintain compliance with the Price Criteria, or a listed
company that effects a reverse stock split that results in the company
being unable to maintain compliance with the Distribution Criteria,
indicates serious difficulties within such company that are likely to
put continued downward pressure on the stock price, such that the
company is less likely to regain compliance within any compliance
periods. In this respect, the proposal is appropriately targeted to
those listed companies' securities that are more likely to have serious
recurrent issues in regaining and maintaining compliance with the
Exchange's Price Criteria and other continued listing standards.
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\27\ See Notice, supra note 3, at 83739.
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The Exchange's proposal is reasonably designed to further investor
protection by limiting the ability of listed companies with a history
of having a low stock price to use reverse stock splits to remain
qualified for listing.\28\ The Exchange states that it has observed
that the challenges facing such companies generally are not temporary
and may be so severe that the companies are not likely to regain or
maintain compliance on a sustained basis.\29\ In addition, the Exchange
states that the price concerns with such companies can be a leading
indicator of other listing compliance concerns, and that these
companies often become subject to delisting for other reasons within a
short period of time.\30\ Further, the continued listing of low-priced
securities raises concerns that these securities may not have
sufficient public float, investor base, and trading interest to promote
fair and orderly markets and relatedly may have heightened
susceptibility to manipulation. Given these concerns, the Exchange's
proposal to immediately suspend and delist a company that is non-
compliant with the Price Criteria or Distribution Criteria in the
circumstances described above is appropriate and consistent with
Section 6(b)(5) of the Act.
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\28\ See id.
\29\ See id.
\30\ See id.
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While the Commission recognizes that the Exchange delisting process
is in part designed to allow listed companies experiencing temporary
financial and/or business issues to regain compliance with continued
listing standards, the proposal reasonably balances the intent of the
delisting process with the need to prevent companies from taking
advantage of the delisting process for an extended period of time
despite not being able to comply with Exchange standards for continued
listing, which is contrary to the goal of protecting investors and the
public interest.
The proposed rule change, as modified by Amendment No. 2, is also
consistent with Section 6(b)(7) of the Act \32\ in that it provides a
fair procedure for the prohibition or limitation by the Exchange of any
person with respect to access to services offered. A listed company
whose securities are subject to immediate suspension and delisting
under the proposal would still be able to seek review of a delisting
determination from the Committee for Review of the Board of Directors
of the Exchange as set forth in Section 804.00 of the Manual.
Accordingly, the
[[Page 7718]]
proposal is appropriate in light of the need to protect investors and
the public interest and the Exchange's process for review of a
delisting determination will continue to provide a fair procedure for
the review of delisting determinations in accordance with Section
6(b)(7) of the Act.
Finally, the comment letters received on the proposal were
generally supportive.\31\
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\31\ See Letters from Barbara Rairden, dated Oct. 15, 2024, and
Anonymous, dated Oct. 15, 2024. See also Letter from the American
Consumer and Investor Institute, dated Nov. 4, 2024 (``ACII
Letter''), at 2 (stating that recent Exchange proposals, including
SR-NYSE-2024-48, to amend listing rules to address concerns
regarding ``exchange-listed penny stocks and reverse stock splits''
are ``another incremental step towards protecting retail investors
from the risks associated with such penny stocks and reverse
splits''). This commenter also expresses support for additional
proposals to enhance exchange listing standards to further address
investor protection concerns, particularly those involving Nasdaq
and NYSE listed companies with low-priced securities. In particular,
this commenter recommends that the Commission engage with the
industry, including a review of suggestions that have already been
made, and update the penny stock rules and exchange listing
standards. See ACII Letter at 4 (citing to Petition for Rulemaking
on Exchange Listings of Penny Stocks filed with the Commission by
Virtu Financial, Inc., dated July 15, 2024; and Letter from Ellen
Greene, Managing Director and Joseph Corcoran, Managing Director,
Securities Industry and Financial Markets Association, dated Oct. 8,
2024 (available at <a href="https://www.sec.gov/comments/sr-nasdaq-2024-045/srnasdaq2024045-527615-1515662.pdf">https://www.sec.gov/comments/sr-nasdaq-2024-045/srnasdaq2024045-527615-1515662.pdf</a>)). These additional
recommendations are not before the Commission in the NYSE proposal
being considered herein. In approving this proposal, the Commission
is finding the proposal before us is consistent with the Act.
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In sum, the Exchange's proposal appropriately identifies securities
listed on its market that are more likely to have serious recurrent
issues in regaining and maintaining compliance with the Exchange's
continued listing standards, including the Price Criteria, and proposes
reasonable changes to shorten the time that such non-compliant
securities can remain trading on the Exchange, thereby protecting
investors and the public interest in accordance with Section 6(b)(5) of
the Act,\32\ while at the same time maintaining a fair procedure for
affected listed companies to seek review of a delisting determination
from the Committee for Review of the Board of Directors of the Exchange
in accordance with Section 6(b)(7) of the Act.\33\ For these reasons,
the Commission finds that the proposed rule change, as modified by
Amendment No. 2, is consistent with the requirements of the Act.
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\32\ 15 U.S.C. 78f(b)(5).
\33\ 15 U.S.C. 78f(b)(7).
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IV. Solicitation of Comments on Amendment No. 2 to the Proposed Rule
Change
Interested persons are invited to submit written data, views, and
arguments concerning whether the proposed rule change, as modified by
Amendment No. 2, is consistent with the Act. Comments may be submitted
by any of the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#88fafde4eda5ebe7e5e5ede6fcfbc8fbedeba6efe7fe"><span class="__cf_email__" data-cfemail="e092958c85cd838f8d8d858e9493a0938583ce878f96">[email protected]</span></a>. Please include
file number SR-NYSE-2024-48 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number SR-NYSE-2024-48. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for website viewing and
printing in the Commission's Public Reference Room, 100 F Street NE,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. Do not
include personal identifiable information in submissions; you should
submit only information that you wish to make available publicly. We
may redact in part or withhold entirely from publication submitted
material that is obscene or subject to copyright protection. All
submissions should refer to file number SR-NYSE-2024-48, and should be
submitted on or before February 12, 2025.
V. Accelerated Approval of Proposed Rule Change, as Modified by
Amendment No. 2
The Commission finds good cause to approve the proposed rule
change, as modified by Amendment No. 2, prior to the thirtieth day
after the date of publication of notice of the filing of Amendment No.
2 in the Federal Register. The changes in Amendment No. 2 provide
greater clarity to the proposal. The proposed additional rule text in
Amendment No. 2 clarifies the delisting process applicable to a company
that effectuates a reverse stock split where the effectuation of such
reverse stock split results in the company's security falling below the
Distribution Criteria and is consistent with the Exchange's statements
in the Notice.\34\ Accordingly, the Commission finds good cause,
pursuant to Section 19(b)(2) of the Act,\35\ to approve the proposed
rule change, as modified by Amendment No. 2, on an accelerated basis.
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\34\ See Notice, supra note 3, at 83739 (``Furthermore, the
Exchange proposes that a listed company would not be allowed to
effectuate a reverse stock split, for purposes of regaining
compliance with the Price Criteria or otherwise, if the effectuation
of such reverse stock split results in the company's security
falling below the continued listing requirements of Section 802.01A.
If a listed company effectuated a reverse stock split
notwithstanding this proposed limitation, the Exchange would
promptly commence suspension and delisting procedures with respect
to such company in accordance with Section 804.00.'').
\35\ 15 U.S.C. 78s(b)(2).
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VI. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\36\ that the proposed rule change (SR-NYSE-2024-48), as modified
by Amendment No. 2, be, and it hereby is, approved on an accelerated
basis.
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\36\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\37\
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\37\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-01415 Filed 1-21-25; 8:45 am]
BILLING CODE 8011-01-P
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