Self-Regulatory Organizations; NYSE American LLC; Notice of Filing of Proposed Change Amending Section 1003 of the NYSE American LLC Company Guide To Provide for the Suspension and Delisting of Any Company That: (i) 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; or (ii) Has Effectuated a Reverse Stock Split and the Effectuation of Such Reverse Stock Split Results in the Company's Security Falling Below Any of the Continued Listing Requirements of Section 1003, 87661-87663 [2024-25526]

Download as PDF Federal Register / Vol. 89, No. 213 / Monday, November 4, 2024 / Notices performance of the functions of the Commission, including whether the information shall have practical utility; (b) the accuracy of the Commission’s estimate of the burden of the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted by January 3, 2025. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information under the PRA unless it displays a currently valid OMB control number. Please direct your written comments to: Austin Gerig, Director/Chief Data Officer, Securities and Exchange Commission, c/o Tanya Ruttenberg, 100 F Street NE, Washington, DC 20549 or send an email to: PRA_Mailbox@ sec.gov. Dated: October 29, 2024. Sherry R. Haywood, Assistant Secretary. [FR Doc. 2024–25547 Filed 11–1–24; 8:45 am] SECURITIES AND EXCHANGE COMMISSION [Release No. 34–101457; File No. SR– NYSEAMER–2024–61] Self-Regulatory Organizations; NYSE American LLC; Notice of Filing of Proposed Change Amending Section 1003 of the NYSE American LLC Company Guide To Provide for the Suspension and Delisting of Any Company That: (i) 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; or (ii) Has Effectuated a Reverse Stock Split and the Effectuation of Such Reverse Stock Split Results in the Company’s Security Falling Below Any of the Continued Listing Requirements of Section 1003 lotter on DSK11XQN23PROD with NOTICES1 October 29, 2024. 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 October 16, 2024, NYSE American LLC (‘‘NYSE American’’ or ‘‘Exchange’’) filed with U.S.C. 78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. VerDate Sep<11>2014 17:28 Nov 01, 2024 Jkt 265001 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 LLC Company Guide to provide for the suspension and delisting of any company that: (i) 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; or (ii) has effectuated a reverse stock split and the effectuation of such reverse stock split results in the company’s security falling below any of the continued listing requirements of Section 1003. The proposed rule change is available on the Exchange’s website at www.nyse.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change BILLING CODE 8011–01–P 1 15 the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the selfregulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 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 The Exchange proposes to amend subsection (f) (‘‘Other Events’’) of Section 1003 (‘‘Application of Policies’’) of the Company Guide to add two additional circumstances under which the Exchange would have the authority to suspend and delist a listed company. Specifically, proposed Section 1003(f)(vi) would give the Exchange the authority to suspend and delist any listed company that 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. In PO 00000 Frm 00125 Fmt 4703 Sfmt 4703 87661 addition, proposed Section 1003(f)(vii) would give the Exchange the authority to suspend and delist any listed company that has effected a reverse stock split if the effectuation of such reverse stock split results in the company’s security falling below any of the continued listing requirements of Section 1003. Any action taken by a listed company that is governed by proposed Sections 1003(f)(vi) and 1003(f)(vii) would result in the immediate commencement of suspension and delisting procedures in accordance with the procedures set out in Section 1010 of the Company Guide.4 A listed issuer would not be eligible to follow the procedures outlined in Section 1009 with respect to any action in violation of proposed Sections 1003(f)(vi) or (vii). Section 1003(f)(v) (‘‘Low Selling Price Issues’’) of the Company Guide provides that, in the case of a common stock selling for a substantial period of time at a low price per share, the Exchange may suspend and delist a company if such company shall fail to effect a reverse split of such shares within a reasonable time after being notified that the Exchange deems such action to be appropriate under all the circumstances. In its review of the question of whether it deems a reverse split of a given issue to be appropriate, the Exchange will consider all pertinent factors including, market conditions in general, the number of shares outstanding, plans which may have been formulated by management, applicable regulations of the state or country of incorporation or of any governmental agency having jurisdiction over the issuer, the relationship to other Exchange policies regarding continued listing, and, in respect of securities of foreign issuers, the general practice in the country of origin of trading in low-selling price issues. Proposed Section 1003(f)(vii) is consistent with the provisions of Section 1003(f)(v) as described above, as well as with the Exchange’s consistent policy that it would immediately suspend and delist a listed company if the company effects a reverse stock split to cure a low selling price issue under Section 1003(f)(v) and the company would fall below another quantitative continued listing standard as a direct result of effecting that reverse stock split. Many companies seek to address low selling price issues under Section 1003(f)(v) by effectuating a reverse stock 4 Part 12 of the Company Guide provides that these companies can seek review of a delisting determination from the Committee for Review of the Board of Directors of the Exchange. E:\FR\FM\04NON1.SGM 04NON1 87662 Federal Register / Vol. 89, No. 213 / Monday, November 4, 2024 / Notices lotter on DSK11XQN23PROD with NOTICES1 split. However, the Exchange 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. The Exchange believes 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. In these situations, the Exchange has observed that the challenges facing such companies, generally, are not temporary and may be so severe that the company is not likely to regain compliance on a sustained basis. The Exchange believes that it is consistent with the protection of investors and the public interest to delist any company that (i) 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 or (ii) takes a deliberate action that causes it to fall below an Exchange listing standard, including as in the current proposal, the effectuation of a reverse split that causes a company to fall below a quantitative continued listing standard. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,5 in general, and furthers the objectives of Section 6(b)(5) of the Act,6 in particular, because it is designed to prevent fraudulent and manipulative acts and practices, 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. Specifically, the Exchange believes that the proposal is consistent with the protection of investors and the public interest because it enhances the Exchange’s listing requirements and 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. In that regard, the Exchange has observed that the challenges facing such companies generally are not temporary and may be so severe that the company is not likely to remain compliant with Exchange 5 15 6 15 U.S.C. 78f(b). U.S.C. 78f(b)(5). VerDate Sep<11>2014 17:28 Nov 01, 2024 listing standards after curing its low selling price by means of a reverse stock split. Moreover, 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. The Exchange believes that it is consistent with the protection of investors and the public interest to immediately commence suspension and delisting procedures with respect to any company that (i) 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 or (ii) takes a deliberate action that causes it to fall below an Exchange listing standard, including as in the current proposal, the effectuation of a reverse split that causes a company to fall below a quantitative continued listing standard. The Exchange believes the proposed rule change furthers the objectives of Section 6(b)(7) of the Act 7 in that the Exchange continues to provide a fair procedure for companies subject to these enhanced listing requirements. Part 12 of the Company Guide provides that these companies can seek review of a delisting determination from the Committee for Review of the Board of Directors of the Exchange. As a result, the Exchange believes that the proposed rule appropriately balances the need for appropriate listing standards with the statutory requirement to protect investors and the public interest. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange believes that the proposal will not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of Section 6(b)(8) of the Act.8 While the Exchange does not believe there will be any impact on competition from the proposed change, any impact on competition that does arise will be necessary to better protect investors, in furtherance of a central purpose of the Act. The Exchange believes that the proposal will not impose a burden on intermarket competition that is not necessary or appropriate in furtherance of the purposes of the Act because the proposed rule change is designed to protect investors and facilitate a fair and orderly market, which are both important purposes of the Act. To the extent that there is any impact on intermarket competition, it is incidental to these objectives. 7 15 8 15 Jkt 265001 PO 00000 U.S.C. 78f(b)(7). U.S.C. 78f(b)(8). Frm 00126 Fmt 4703 Sfmt 4703 The Exchange does not believe that the proposed rule change imposes a burden on intra-market competition because the provisions apply to all market participants and issuers on the Exchange equally. 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 • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include file number SR– NYSEAMER–2024–61 on the subject line. Paper Comments • 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–2024–61. 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 (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule E:\FR\FM\04NON1.SGM 04NON1 Federal Register / Vol. 89, No. 213 / Monday, November 4, 2024 / Notices 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–NYSEAMER–2024–61 and should be submitted on or before November 25, 2024. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.9 Sherry R. Haywood, Assistant Secretary. [FR Doc. 2024–25526 Filed 11–1–24; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [SEC File No. 270–298, OMB Control No. 3235–0337] lotter on DSK11XQN23PROD with NOTICES1 Proposed Collection; Comment Request; Extension: Rule 17Ac2–2 Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549–2736. Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (‘‘PRA’’) (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) is soliciting comments on the existing collection of information provided for in Rule 17Ac2–2 (17 CFR 240.17Ac2–2) and Form TA–2 under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) (‘‘Exchange Act’’). The Commission plans to submit this existing collection of information to the Office of Management and Budget (‘‘OMB’’) for extension and approval. Rule 17Ac2–2 and Form TA–2 require registered transfer agents to file an 9 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 17:28 Nov 01, 2024 Jkt 265001 annual report of their business activities with the Commission. These reporting requirements are designed to ensure that all registered transfer agents are providing the Commission with sufficient information on an annual basis about the transfer agent community and to permit the Commission to effectively monitor business activities of transfer agents. The amount of time needed to comply with the requirements of amended Rule 17Ac2–2 and Form TA–2 varies. Of the total 315 registered transfer agents, approximately 9.2% (or 29 registrants) would be required to complete only questions 1 through 3 and the signature section of amended Form TA–2, which the Commission estimates would take each registrant approximately 30 minutes, for a total burden of approximately 15 hours (29 × .5 hours = 14.5 rounded up to 15). Approximately 26.5% of registrants (or 84 registrants) would be required to answer questions 1 through 5, question 11, and the signature section, which the Commission estimates would take approximately 1 hour and 30 minutes, for a total of 126 hours (84 × 1.5 hours). Approximately 64.2% of the registrants (or 203 registrants) would be required to complete the entire Form TA–2, which the Commission estimates would take approximately 6 hours, for a total of 1,218 hours (203 × 6 hours). The aggregate annual burden on all 315 registered transfer agents is thus approximately 1,359 hours (15 hours + 126 hours + 1,218 hours) and the average annual burden per transfer agent is approximately 4.314 hours (1,359 ÷ 315). Written comments are invited on: (a) whether the proposed collection of information is necessary for the proper performance of the functions of the Commission, including whether the information shall have practical utility; (b) the accuracy of the Commission’s estimates of the burden of the proposed collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted by January 3, 2025. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information under the PRA unless it displays a currently valid OMB control number. Please direct your written comments to: Austin Gerig, Director/Chief Data PO 00000 Frm 00127 Fmt 4703 Sfmt 4703 87663 Officer, Securities and Exchange Commission, c/o Tanya Ruttenberg, 100 F Street NE, Washington, DC 20549, or send an email to: PRA_Mailbox@ sec.gov. Dated: October 29, 2024. Sherry R. Haywood, Assistant Secretary. [FR Doc. 2024–25548 Filed 11–1–24; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–101464; File No. SR–C2– 2024–018] Self-Regulatory Organizations; Cboe C2 Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Its Fee Schedule October 29, 2024. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on October 18, 2024, Cboe C2 Exchange, Inc. (the ‘‘Exchange’’ or ‘‘C2’’) 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 Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change Cboe C2 Exchange, Inc. (the ‘‘Exchange’’ or ‘‘C2 Options’’) proposes to amend its Fee Schedule. The text of the proposed rule change is provided in Exhibit 5. The text of the proposed rule change is also available on the Exchange’s website (https://markets.cboe.com/us/ options/regulation/rule_filings/ctwo/), at the Exchange’s Office of the Secretary, and at the Commission’s Public Reference Room. 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 Exchange 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 these statements may be examined at the 1 15 2 17 U.S.C. 78s(b)(1). CFR 240.19b–4. E:\FR\FM\04NON1.SGM 04NON1

Agencies

[Federal Register Volume 89, Number 213 (Monday, November 4, 2024)]
[Notices]
[Pages 87661-87663]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-25526]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-101457; File No. SR-NYSEAMER-2024-61]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing of Proposed Change Amending Section 1003 of the NYSE American 
LLC Company Guide To Provide for the Suspension and Delisting of Any 
Company That: (i) 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; or (ii) Has Effectuated a Reverse Stock Split and the 
Effectuation of Such Reverse Stock Split Results in the Company's 
Security Falling Below Any of the Continued Listing Requirements of 
Section 1003

October 29, 2024.
    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 October 16, 2024, NYSE American LLC (``NYSE American'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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 
LLC Company Guide to provide for the suspension and delisting of any 
company that: (i) 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; or (ii) has effectuated a reverse stock split and the 
effectuation of such reverse stock split results in the company's 
security falling below any of the continued listing requirements of 
Section 1003. The proposed rule change is available on the Exchange's 
website at www.nyse.com, at the principal office of the Exchange, and 
at the Commission's Public Reference Room.

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
    The Exchange proposes to amend subsection (f) (``Other Events'') of 
Section 1003 (``Application of Policies'') of the Company Guide to add 
two additional circumstances under which the Exchange would have the 
authority to suspend and delist a listed company. Specifically, 
proposed Section 1003(f)(vi) would give the Exchange the authority to 
suspend and delist any listed company that 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. In addition, proposed Section 
1003(f)(vii) would give the Exchange the authority to suspend and 
delist any listed company that has effected a reverse stock split if 
the effectuation of such reverse stock split results in the company's 
security falling below any of the continued listing requirements of 
Section 1003. Any action taken by a listed company that is governed by 
proposed Sections 1003(f)(vi) and 1003(f)(vii) would result in the 
immediate commencement of suspension and delisting procedures in 
accordance with the procedures set out in Section 1010 of the Company 
Guide.\4\ A listed issuer would not be eligible to follow the 
procedures outlined in Section 1009 with respect to any action in 
violation of proposed Sections 1003(f)(vi) or (vii).
---------------------------------------------------------------------------

    \4\ Part 12 of the Company Guide provides that these companies 
can seek review of a delisting determination from the Committee for 
Review of the Board of Directors of the Exchange.
---------------------------------------------------------------------------

    Section 1003(f)(v) (``Low Selling Price Issues'') of the Company 
Guide provides that, in the case of a common stock selling for a 
substantial period of time at a low price per share, the Exchange may 
suspend and delist a company if such company shall fail to effect a 
reverse split of such shares within a reasonable time after being 
notified that the Exchange deems such action to be appropriate under 
all the circumstances. In its review of the question of whether it 
deems a reverse split of a given issue to be appropriate, the Exchange 
will consider all pertinent factors including, market conditions in 
general, the number of shares outstanding, plans which may have been 
formulated by management, applicable regulations of the state or 
country of incorporation or of any governmental agency having 
jurisdiction over the issuer, the relationship to other Exchange 
policies regarding continued listing, and, in respect of securities of 
foreign issuers, the general practice in the country of origin of 
trading in low-selling price issues. Proposed Section 1003(f)(vii) is 
consistent with the provisions of Section 1003(f)(v) as described 
above, as well as with the Exchange's consistent policy that it would 
immediately suspend and delist a listed company if the company effects 
a reverse stock split to cure a low selling price issue under Section 
1003(f)(v) and the company would fall below another quantitative 
continued listing standard as a direct result of effecting that reverse 
stock split.
    Many companies seek to address low selling price issues under 
Section 1003(f)(v) by effectuating a reverse stock

[[Page 87662]]

split. However, the Exchange 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. The Exchange believes 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. In these situations, the Exchange has observed that the 
challenges facing such companies, generally, are not temporary and may 
be so severe that the company is not likely to regain compliance on a 
sustained basis.
    The Exchange believes that it is consistent with the protection of 
investors and the public interest to delist any company that (i) 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 or (ii) 
takes a deliberate action that causes it to fall below an Exchange 
listing standard, including as in the current proposal, the 
effectuation of a reverse split that causes a company to fall below a 
quantitative continued listing standard.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\5\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\6\ in particular, because it 
is designed to prevent fraudulent and manipulative acts and practices, 
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. 
Specifically, the Exchange believes that the proposal is consistent 
with the protection of investors and the public interest because it 
enhances the Exchange's listing requirements and 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. In 
that regard, the Exchange has observed that the challenges facing such 
companies generally are not temporary and may be so severe that the 
company is not likely to remain compliant with Exchange listing 
standards after curing its low selling price by means of a reverse 
stock split. Moreover, 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. The Exchange believes that it is consistent with 
the protection of investors and the public interest to immediately 
commence suspension and delisting procedures with respect to any 
company that (i) 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 or (ii) takes a deliberate action that causes it to fall below an 
Exchange listing standard, including as in the current proposal, the 
effectuation of a reverse split that causes a company to fall below a 
quantitative continued listing standard.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes the proposed rule change furthers the 
objectives of Section 6(b)(7) of the Act \7\ in that the Exchange 
continues to provide a fair procedure for companies subject to these 
enhanced listing requirements. Part 12 of the Company Guide provides 
that these companies can seek review of a delisting determination from 
the Committee for Review of the Board of Directors of the Exchange. As 
a result, the Exchange believes that the proposed rule appropriately 
balances the need for appropriate listing standards with the statutory 
requirement to protect investors and the public interest.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78f(b)(7).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange believes that the proposal will not impose any burden 
on competition that is not necessary or appropriate in furtherance of 
the purposes of Section 6(b)(8) of the Act.\8\ While the Exchange does 
not believe there will be any impact on competition from the proposed 
change, any impact on competition that does arise will be necessary to 
better protect investors, in furtherance of a central purpose of the 
Act.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    The Exchange believes that the proposal will not impose a burden on 
intermarket competition that is not necessary or appropriate in 
furtherance of the purposes of the Act because the proposed rule change 
is designed to protect investors and facilitate a fair and orderly 
market, which are both important purposes of the Act. To the extent 
that there is any impact on intermarket competition, it is incidental 
to these objectives.
    The Exchange does not believe that the proposed rule change imposes 
a burden on intra-market competition because the provisions apply to 
all market participants and issuers on the Exchange equally.

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

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-NYSEAMER-2024-61 on the subject line.

Paper Comments

     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-2024-61. 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 (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule

[[Page 87663]]

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-NYSEAMER-2024-61 and should be submitted on or before November 25, 
2024.
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    \9\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-25526 Filed 11-1-24; 8:45 am]
BILLING CODE 8011-01-P
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