Notice2025-16820
Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Adopt a Provision That the Exchange Will Not Review a Compliance Plan Submitted by a Listed Company That Is Below Compliance With a Continued Listing Standard if the Company Owes Any Unpaid Fees to the Exchange and Will Commence Suspension and Delisting Procedures if Such Fees Are Not Paid in Full
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
September 3, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 168 (Wednesday, September 3, 2025)</title>
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[Federal Register Volume 90, Number 168 (Wednesday, September 3, 2025)]
[Notices]
[Pages 42638-42641]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-16820]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103805; File No. SR-NYSEAMER-2025-54]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Adopt a
Provision That the Exchange Will Not Review a Compliance Plan Submitted
by a Listed Company That Is Below Compliance With a Continued Listing
Standard if the Company Owes Any Unpaid Fees to the Exchange and Will
Commence Suspension and Delisting Procedures if Such Fees Are Not Paid
in Full
August 28, 2025.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that on August 21, 2025, NYSE American LLC (``NYSE American'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been substantially prepared by the Exchange.
The Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to adopt a provision that the Exchange will
not review a compliance plan (a ``Plan'') submitted by a listed company
that is below compliance with a continued listing standard if the
company owes any unpaid fees to the Exchange as of the date of the
letter in which the Exchange informs the company of its non-compliance
(the ``Deficiency Letter'') and as disclosed by the Exchange in the
Deficiency Letter. If a company fails to pay in full all outstanding
listing or annual fees disclosed in the Deficiency Letter by the
company's compliance plan submission deadline date, suspension and
delisting procedures will commence promptly in accordance with Sections
1010 and 1202 of the Company Guide. Similarly, at the beginning of each
calendar year fiscal quarter during the Plan Period (as defined below),
the Exchange will disclose to the company in writing the amount of all
unpaid listing and annual fees owed by the company to the Exchange as
of the end of the just-completed quarter. If the company does not pay
in full all of the outstanding fees disclosed in such report within 45
days of the date of receipt of such report, suspension and delisting
procedures will commence promptly in accordance with Sections 1010 and
1202. A company will also not be deemed back into compliance prior to
the completion of its Plan Period unless it has paid in full all of the
outstanding fees disclosed in the most recent such report and
suspension and delisting procedures will commence promptly in
accordance with Sections 1010 and 1202 if such company has not paid in
full all of the outstanding fees disclosed in the most recent such
report as of the plan end date. The text of the proposed rule change is
available on the Exchange's website at <a href="https://www.nyse.com/">https://www.nyse.com/</a> and at the
principal office of the Exchange.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of and basis for the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
Section 1009 (``Continued Listing Evaluation and Follow-Up'') of
the NYSE American Company Guide (``Company Guide'') provides that when
the Exchange identifies a listed company as being below certain
continued listing criteria set forth in Sections 1001 through 1006 of
the Company Guide (and not able to otherwise qualify under an initial
listing standard), the Exchange will notify the company of such non-
compliance by letter and provide the company with an opportunity to
provide the Exchange with a Plan advising the Exchange of action the
company has taken, or will take, that would bring it into conformity
with continued listing standards within 18 months of receipt of the
letter.\4\ If a company submits a Plan, it must include specific
milestones, quarterly financial projections, and details related to any
strategic initiatives the company plans to complete. The company
generally has 30 days from the receipt of a letter from the Exchange
identifying an event of non-compliance (the ``Plan Deadline'') to
submit its Plan to the Exchange for review; otherwise, the Exchange
will promptly initiate suspension and delisting procedures. The Plan
must demonstrate how the company will return to compliance with the
applicable continued listing standard by the end of the Plan Period
authorized by the Exchange (the ``Plan Period''). Exchange staff will
evaluate the Plan, including any additional documentation that supports
the Plan, and make a determination as to whether the company has made a
reasonable demonstration in the Plan of an ability to come into
conformity with the relevant standard(s) within the Plan Period. The
Exchange will make such determination within 45 days of receipt of the
proposed Plan, and will promptly notify the company of its
determination in writing.
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\4\ The Exchange staff may establish a time period of less than
18 months for a company to regain compliance with some or all of the
continued listing standards if it determines that the nature and
circumstances of the company's particular continued listing status
warrant such shorter period of time.
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If the Exchange accepts the Plan, the Exchange will review the
company for compliance with the Plan on a quarterly basis. If the
company does not show progress consistent with the Plan, the
[[Page 42639]]
Exchange staff will review the circumstances and variance, and
determine whether such variance warrants the commencement of delisting
procedures. Should the Exchange staff determine to proceed with
delisting proceedings, it may do so regardless of the company's
continued listing status at that time.
The Exchange staff has to undertake a significant amount of work in
reviewing and analyzing each Plan submitted by a noncompliant company.
In addition, the review of quarterly updates with respect to each Plan
requires significant additional work by Exchange staff. In connection
with an initial Plan review and each subsequent update, the staff
engages in a detailed review and analysis of the company's filed
financial and other disclosures, as well as supplemental documentation
submitted by the company in support of the Plan or to evidence progress
in successful implementation of the Plan. The staff is required to
become deeply informed about the business and financial condition and
the prospects of the company, including any material risks faced by the
company. In order to achieve this level of understanding, the staff
typically engages in multiple detailed conversations with management in
addition to the extensive documentary review that is undertaken. This
process requires significant expenditure of staff resources, including
the significant involvement of senior staff members.
Given the significant work required to review and analyze Plans, as
well as to undertake the required quarterly review with respect to a
Plan, the Exchange believes it is especially important to ensure that
companies that wish to have a Plan accepted or continued by the
Exchange have paid all outstanding annual and listing fees (as set
forth in Section 140 et seq. of the Company Guide) by the Plan Deadline
or any required quarterly review of such Plan. In particular, the
Exchange notes that the large majority of companies that submit Plans
are doing so because they have fallen below compliance with the
requirement of Section 1003(a) of the Company Guide that provide that a
company is noncompliant if it has a specified number of multiple years
of losses in addition to stockholders' equity below specified levels.
In many cases, companies that are below compliance with this
requirement have limited liquidity and are often delayed in paying
their annual and listing fees. It has been the Exchange's experience
that when these companies fail to regain compliance under a Plan and
are subject to delisting they have often not paid all outstanding fees
at the time of delisting and, in certain cases, never pay their
outstanding fees.
For the foregoing reasons, the Exchange proposes to amend Section
1009 to provide that the Exchange will not review a Plan submitted by a
listed company that is below compliance with a continued listing
standard if the company owes any unpaid fees to the Exchange as of the
date of the Deficiency Letter and as disclosed by the Exchange in the
Deficiency Letter. This proposal is modeled on substantially similar
amendments recently adopted to Sections 802.02 and 802.03 of the NYSE
Listed Company Manual.\5\ If a company fails to pay in full all
outstanding listing or annual fees disclosed in the Deficiency Letter
by the company's Plan Deadline date, the Exchange will promptly
initiate suspension and delisting procedures in accordance with
Sections 1010 and 1202. Similarly, at the beginning of each quarter
during the Plan Period, the Exchange will disclose to the company in
writing the amount of all unpaid listing and annual fees owed by the
company to the Exchange as of the end of the just-completed quarter. If
the company does not pay in full all of the outstanding fees disclosed
in such report within 45 days of the date of such report, the Exchange
will promptly initiate suspension and delisting procedures with respect
to such company in accordance with Sections 1010 and 1202. A company
will also not be deemed back into compliance prior to the completion of
its Plan Period unless it has paid in full all of the outstanding fees
disclosed in the most recent such report and the Exchange will promptly
initiate suspension and delisting procedures in accordance with
Sections 1010 and 1202 if such company has not paid in full all of the
outstanding fees disclosed in the most recent such report as of the end
of the Plan Period.
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\5\ See note 12 infra [sic].
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The Exchange notes that companies that are delayed in submitting
their periodic reports to the SEC may be granted a compliance period of
up to 12 months from the extended due date of the delayed filing under
Section 1007 of the Company Guide. However, the Exchange does not
propose to require the payment of outstanding fees before granting or
extending compliance periods under Section 1007. The Exchange does not
expend a similar amount of effort in reviewing and approving compliance
periods for late filers to that required in reviewing Plans for
quantitative non-compliance, as the issues involved are generally
narrower and more technical in nature and do not require a review of a
compliance plan that encompasses all of a company's business and
financial condition. The Exchange also notes that companies that are
delayed in filing their periodic reports are often in good financial
health and do not present significant risks of quantitative non-
compliance or of being delisted without paying their outstanding fees.
Section 1003(h) of the Company Guide applies to a listed issuer
that is not compliant with the provisions of Section 811 of the Company
Guide (``Erroneously Awarded Compensation'') (referred to as a
``clawback requirement delinquency'') and provides a process for an
issuer subject to a clawback requirement delinquency to come back into
compliance with Exchange rules that is similar to the process set forth
in Section 1007 of the Company Guide described above. However, the
Exchange does not propose to apply the proposed provision with respect
to the payment of outstanding fees before granting or extending
compliance periods under Section 1003(h). While the Exchange does not
yet have very much experience in applying Section 1003(h), the Exchange
does not anticipate that it will generally expend a similar amount of
effort in reviewing and approving compliance periods for clawback
delinquencies to that required in reviewing Plans for quantitative non-
compliance, as the Exchange expects the issues involved in clawback
delinquencies to generally be narrower and more technical in nature and
to not require a review of a compliance plan that encompasses all of a
company's business and financial condition.
In addition to the detail provided immediately above, the Exchange
notes that Sections 1003(h) and 1007 already contain specified
timelines to cure noncompliance arising thereunder. Accordingly, the
Exchange does not believe that the procedures for plan submission
detailed in Section 1009 are applicable to companies that are
noncompliant with the requirements of Sections 1003(h) or 1007.
Therefore, the Exchange proposes to add language to Section 1009
stating that such section is not applicable to events of noncompliance
with Sections 1003(h) or 1007.
In addition to the aforementioned changes, the Exchange proposes to
amend Section 1009 of the Company Guide to conform language related to
its suspension and delisting procedures. Therefore, throughout Section
1009, the Exchange proposes to clarify the
[[Page 42640]]
circumstances that will lead it to commence suspension and delisting
proceedings promptly in accordance with Sections 1010 and 1202.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\6\ in general, and furthers the
objectives of Section 6(b)(5) of the Act \7\ in particular, in that it
is designed to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public interest
and is not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
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\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(5).
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The Exchange believes the proposed rule change furthers the
protection of investors in that it will help the Exchange to ensure
that it has sufficient resources to fund its regulatory activities
relating to the review and approval and the ongoing monitoring of Plans
submitted by companies that are below continued listing standards.
The Exchange does not believe that the proposed requirement is
unfairly discriminatory. The Exchange notes that the proposal would
only require listed companies to pay fees that were already due and
payable and ensure payment of those fees in connection with a process
that is resource-intensive and costly for the Exchange.
The Exchange also notes that companies that are delayed in
submitting their periodic reports to the SEC may be granted a
compliance period of up to 12 months from the extended due date of the
delayed filing under Section 1007 of the Company Guide. However, the
Exchange does not propose to adopt a similar provision with respect to
the payment of outstanding fees before granting or extending compliance
periods under Section 1007. The Exchange does not expend a similar
amount of effort in reviewing and approving compliance periods for late
filers to that required in reviewing Plans for quantitative non-
compliance, as the issues involved are generally narrower and more
technical in nature and do not require a review of a compliance plan
that encompasses all of a company's business and financial condition.
The Exchange also notes that companies that are delayed in filing their
periodic reports are often in good financial health and do not present
significant risks of quantitative non-compliance. For the foregoing
reasons, the Exchange does not believe that the proposal is unfairly
discriminatory on the grounds that it is not applied to companies that
are non-compliant with Section 1007.
Section 1003(h) of the Company Guide applies to a listed issuer
that is not compliant with the provisions of Section 811 of the Company
Guide (``Erroneously Awarded Compensation'') (referred to as a
``clawback requirement delinquency'') and provides a process for an
issuer subject to a clawback requirement delinquency to come back into
compliance with Exchange rules that is similar to the process set forth
in Section 1007 of the Company Guide described above. However, the
Exchange does not propose to apply the proposed provision with respect
to the payment of outstanding fees before granting or extending
compliance periods under Section 1003(h). While the Exchange does not
yet have very much experience in applying Section 1003(h), the Exchange
does not anticipate that it will generally expend a similar amount of
effort in reviewing and approving compliance periods for clawback
delinquencies to that required in reviewing Plans for quantitative non-
compliance, as the Exchange expects the issues involved in clawback
delinquencies to generally be narrower and more technical in nature and
to not require a review of a compliance plan that encompasses all of a
company's business and financial condition. For the foregoing reasons,
the Exchange does not believe that the proposal is unfairly
discriminatory on the grounds that it is not applied to companies that
are non-compliant with Section 1003(h).
The Exchange believes that the proposal is consistent with Section
6(b)(7) of the Act,\8\ in that it provides a fair procedure for the
prohibition or limitation by the Exchange of the continued listing of
listed companies. Specifically, the Exchange believes it is fair to
require listed companies to pay outstanding listing and annual fees
before the Exchange approves a Plan or required periodic review of a
Plan, as listed companies are already required by Exchange rules (as
set forth in Section 140 et seq.) to pay these fees when due.
Furthermore, the proposal provides significant notice and clarity as to
which fees must be paid in order to remain in the Plan process, by
limiting the required payments to fees that are due and disclosed to
the company as of the date of the Deficiency Letter or as disclosed in
a written report to the company dated as of the end of each fiscal
quarter during the Plan Period. In addition, the Exchange notes that
the Plan acceptance and periodic review process requires significant
incremental work on the part of Exchange staff.
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\8\ 15 U.S.C. 78f(b)(7).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The Exchange notes that the
proposed amendments would simply require listed companies to pay fees
to the Exchange that were already due and payable under applicable
Exchange rules. Specifically, the Exchange believes it is fair to
require listed companies to pay all outstanding listing and annual fees
before the Exchange approves a Plan or required periodic review of a
Plan, as listed companies are already required by Exchange rules (as
set forth in Section 140 et seq.) to pay such fees when due. In
addition, the Exchange notes that the Plan acceptance and periodic
review process requires significant incremental work on the part of
Exchange staff.
As the proposal would not result in any change in the cost of a
listing on the Exchange, the Exchange does not believe that it imposes
any additional burden on competition.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \9\ and Rule 19b-4(f)(6) thereunder.\10\
Because the proposed rule change does not: (i) significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative for 30
days from the date on which it was filed, or such shorter time as the
Commission may designate, it has become effective pursuant to Section
[[Page 42641]]
19(b)(3)(A) of the Act and Rule 19b-4(f)(6) \11\ thereunder.
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\9\ 15 U.S.C. 78s(b)(3)(A)(iii).
\10\ 17 CFR 240.19b-4(f)(6).
\11\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires the Exchange to give the Commission written notice of its
intent to file the proposed rule change, along with a brief
description and text of the proposed rule change, at least five
business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission. The
Exchange has satisfied this requirement.
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change 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#146661787139777b7979717a6067546771773a737b62"><span class="__cf_email__" data-cfemail="4735322b226a24282a2a222933340734222469202831">[email protected]</span></a>. Please include
file number SR-NYSEAMER-2025-54 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-NYSEAMER-2025-54. 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 filing 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-NYSEAMER-2025-54 and should be submitted
on or before September 24, 2025.
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\12\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
Vanessa A. Countryman,
Secretary.
[FR Doc. 2025-16820 Filed 9-2-25; 8:45 am]
BILLING CODE 8011-01-P
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