Notice2025-23075
Self-Regulatory Organizations; NYSE American LLC; Notice of Filing of Proposed Rule Change To Amend Section 1003 of the NYSE American Company Guide
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
December 17, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 240 (Wednesday, December 17, 2025)</title>
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[Federal Register Volume 90, Number 240 (Wednesday, December 17, 2025)]
[Notices]
[Pages 58648-58650]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-23075]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104386; File No. SR-NYSEAMER-2025-72]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing of Proposed Rule Change To Amend Section 1003 of the NYSE
American Company Guide
December 12, 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 December 3, 2025, NYSE American LLC (``NYSE American'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the self-regulatory
organization. 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 amend Section 1003 of the NYSE American
Company Guide (the ``Company Guide'') to establish that an issuer must
maintain a certain global market capitalization and trading price per
share in order to remain listed on the Exchange. The proposed rule
change is available on the Exchange's website at <a href="http://www.nyse.com">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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
Section 1003 of the Company Guide sets forth minimum quantitative
and qualitative continued listing standards for securities listed on
the Exchange. Issuers of common stock are required to maintain certain
quantitative minimum standards related to stockholders' equity,\4\
publicly held shares,\5\ public shareholders \6\ and aggregate market
value of publicly held shares.\7\ In addition, Section 1003 also sets
forth qualitative continued listing standards related to, among other
things, operations contrary to public interest \8\ and reduction of
operations.\9\
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\4\ See Section 1003(a) of the Company Guide.
\5\ See Section 1003(b)(i)(A) of the Company Guide.
\6\ See Section 1003(b)(i)(B) of the Company Guide.
\7\ See Section 1003(b)(i)(C) of the Company Guide.
\8\ See Section 1003(f)(iii) of the Company Guide.
\9\ See Section 1003(c) of the Company Guide.
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While the Exchange believes that its existing rules provide
meaningful assurance that only financially sound and quality issuers
remain listed on the Exchange, it has noticed a recent increase in
companies that have either a (i) very small market capitalization, or
(ii) very low trading price per share. The Exchange believes that an
issuer having one or both of these characteristics is potentially
susceptible to manipulation and more likely to experience trading
volatility in its shares. As such, the Exchange now proposes to amend
Section 1003 to specify that an issuer must maintain a certain global
market capitalization and trading price per
[[Page 58649]]
share in order to remain listed on the Exchange.
Minimum Market Capitalization
Section 1003(b)(i) of the Company Guide enumerates circumstances
where a class of common stock has sufficiently limited distribution of
shares so as to warrant suspension and delisting. While reduced value
of publicly held shares is grounds for suspension and delisting,\10\
Section 1003(b)(i) does not contain a minimum market capitalization
requirement. The Exchange now proposes to adopt new rule 1003(b)(i)(D)
to specify that a company's class of common stock will be subject to
immediate suspension and delisting if it has an average global market
capitalization over a consecutive 30 trading-day period is less than
$5,000,000. The Exchange further proposes that a company falling below
this standard will not be eligible to submit a compliance plan pursuant
to Section 1009 of the Company Guide.
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\10\ Section 1003(b)(i)(C) states that a class of common stock
will be subject to suspension and delisting if its aggregate market
value of shares publicly held is less than $1,000,000 for more than
90 consecutive days.
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The Exchange believes it is appropriate to adopt a minimum market
capitalization standard for continued listing because, in its
experience, a company with a sustained market capitalization below
$5,000,000 is likely to be financially distressed and is increasingly
susceptible to manipulation due to its small size. Accordingly, the
Exchange does not believe that a company fitting this profile is
appropriate for continued listing on the Exchange. The Exchange
proposes to specify that a company subject to suspension and delisting
for falling below proposed Section 1003(b)(i)(D) will not be eligible
to follow the procedures to regain compliance set forth in Section
1009. In the Exchange's experience, a company trading at a sustained
market capitalization below $5,000,000 is unlikely to regain financial
stability and it is therefore appropriate to subject it to immediate
suspension and delisting.
Minimum Trading Price
Section 1003(f)(v) of the Company Guide states that the Exchange
will consider initiating suspension and delisting procedures when a
class of common stock is selling for a substantial period of time at a
low price per share and its issuer fails to effect a reverse stock
split to raise the per share trading price. In applying this rule,
Exchange staff seeks to have proactive discussions with any issuer
whose stock is trading below $1.00 and initiates suspension and
delisting when a stock trades below $0.10 per share. Recently, the
Exchange has become aware of an increasing industry-wide trend of low-
priced stocks trading on national securities exchanges. The Exchange
believes that low priced stocks have a greater chance of being
manipulated or experiencing trading volatility. Accordingly, the
Exchange believes it is appropriate to establish a minimum trading
price for a security to remain listed on the Exchange.
The Exchange proposes to amend Section 1003(f)(v) to specify that
if a security's close price per share is less than $0.25 (the ``Minimum
Trading Price'') on any trading day, the Exchange will immediately
suspend trading and commence delisting proceedings. In the Exchange's
experience securities that trade at abnormally low prices are typically
unable to recover to any meaningful degree. Accordingly, the Exchange
proposes to specify in Section 1003(f)(v) that a security that closes
below the Minimum Trading Price will not be entitled to submit a plan
to regain compliance pursuant to Section 1009 of the Company Guide. The
Exchange proposes to make this change effective October 1, 2026.
Providing a transition period before the rule is effective will afford
issuers time to implement reverse stock splits to increase their share
price before the new requirement is in place. The Exchange notes that
its rules prohibiting one or more reverse stock splits with a
cumulative ratio of 200 shares or more to one in a two-year period will
remain in place.\11\
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\11\ See Section 1003(f)(vi) of the Company Guide.
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The Exchange also proposes to clarify that, consistent with its
general authority under Section 1002(e) of the Company Guide to suspend
trading in the event of any condition that makes further dealings on
the Exchange unwarranted, it may suspend trading in a security that has
experienced a precipitous decline and is at an abnormally low level
even if such security has not fallen below the Minimum Trading Price at
the market close. In the Exchange's experience, under those conditions
a security's trading price is generally unable to recover and it is
appropriate for the Exchange to take action.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Securities Exchange Act of 1934 (the ``Act'') generally
\12\ and furthers the objectives of Section 6(b)(5) of the Act \13\ in
particular, in that it is designed to promote just and equitable
principles of trade, 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.
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\12\ 15 U.S.C. 78f(b).
\13\ 15 U.S.C. 78f(b)(5).
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In particular, the Exchange believes that establishing a minimum
market capitalization and Minimum Trading Price for securities listed
on the Exchange is designed to protect investors and the public
interest and to remove impediments to and perfect the mechanism of a
free and open market and a national market system because the Exchange
believes that companies with small market capitalization or with a very
low price per share are more susceptible to trading volatility and
market manipulation. By adopting clear standards that prohibit such
companies from remaining listed on the Exchange, the Exchange is
therefore protecting investors and the public interest.
The Exchange has observed that the challenges facing companies with
market capitalizations below $5 million generally are not temporary and
therefore immediate suspension from trading is warranted as a
compliance period is unlikely to provide a sustained path to regaining
compliance with Exchange rules. Further, a market capitalization below
$5 million can be a leading indicator of other financial concerns.
As discussed above, the Exchange believes that securities that
trade below the Minimum Trading Price are more susceptible to trading
volatility and market manipulation. The Exchange believes it is
appropriate to establish a clear continued listing standard in this
regard to limit the likelihood of problematic trading and provide
clarity to listed issuers. Further, the Exchange believes it is
appropriate to provide issuers with a transition period before
effectiveness of the Minimum Trading Price requirement to afford time
to implement a reverse stock split in anticipation of the new
requirement.
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 establish minimum market capitalization and
trading price standards for issuers listed on the Exchange. The
Exchange believes that
[[Page 58650]]
issuers with very small market capitalization and securities that trade
at very low prices are more likely to experience trading volatility and
potentially be the subject of manipulation. The Exchange believes it is
appropriate to address these concerns with the adoption of clear
continued listing standards. The Exchange does not believe its proposed
rules would impose any burden on competition as all exchanges that list
equity securities maintain a set of continued listing standards
appropriate for companies listed on their respective exchange.
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
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) by order approve or disapprove the proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.
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#453730292068262a2828202b3136053620266b222a33"><span class="__cf_email__" data-cfemail="b3c1c6dfd69ed0dcdeded6ddc7c0f3c0d6d09dd4dcc5">[email protected]</span></a>. Please include
file number SR-NYSEAMER-2025-72 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-2025-72. 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-2025-72 and should be submitted
on or before January 7, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
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\14\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-23075 Filed 12-16-25; 8:45 am]
BILLING CODE 8011-01-P
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