83738 Federal Register / Vol. 89, No. 201 / Thursday, October 17, 2024 / Notices 

32 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4For the avoidance of doubt, the proposed rule 

would apply to a company even if the company was 

in compliance with the Price Criteria at the time of 

its prior reverse stock split. 

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–LTSE–2024–07 and should be 

submitted on or before November 7, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.32

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–23981 Filed 10–16–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101306; File No. SR–NYSE– 

2024–48] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change To 

Amend Section 802.01C of the NYSE 

Listed Company Manual (Price Criteria 

for Capital or Common Stock) To Limit 

the Use of Reverse Stock Splits To 

Regain Compliance With the Price 

Criteria in Certain Circumstances 

October 10, 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 

September 30, 2024, New York Stock 

Exchange LLC (‘‘NYSE’’ or the 

‘‘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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Section 802.01C (‘‘Price Criteria for 

Capital or Common Stock’’) of the NYSE 

Listed Company Manual to modify the 

implications of a reverse stock split for 

an issuer that falls below compliance 

with the price criteria set forth in that 

rule. 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 

Section 802.01C (‘‘Price Criteria for 

Capital or Common Stock’’) of the NYSE 

Listed Company Manual (the ‘‘Manual’’) 

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 (the 

‘‘Price Criteria’’). 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. Consequently, the Exchange 

proposes to define the term in the rule 

using the definition set forth in the 

immediately preceding sentence. 

Once 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 

company is not eligible to follow the 

procedures outlined in Sections 802.02 

and 802.03 of the Manual with respect 

to this criteria. The company must, 

however, notify the Exchange, within 10 

business days of receipt of the 

notification, of its intent to cure this 

deficiency or be subject to suspension 

and delisting procedures as set forth in 

Section 804.00 of the Manual. 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. 

Notwithstanding the foregoing, if a 

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. The action 

taken by a company to cure its 

noncompliance with the Price Criteria 

that is subject to shareholder approval is 

generally a reverse stock split. 

The Exchange proposes to amend 

Section 802.01C to limit the 

circumstances under which a listed 

company may utilize a reverse stock 

split to regain compliance with the Price 

Criteria. Specifically, the Exchange 

proposes that, notwithstanding the 

general ability of a company to utilize 

a reverse stock split as a mechanism for 

regaining compliance with the Price 

Criteria if a company’s security fails to 

meet the Price Criteria and (i) the 

company has effected a reverse stock 

split over the prior one-year period 4 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 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 201 / Thursday, October 17, 2024 / Notices 83739 

5 15 U.S.C. 78f(b). 

6 15 U.S.C. 78f(b)(5). 7 15 U.S.C. 78f(b)(7). 8 15 U.S.C. 78f(b)(8). 

in accordance with Section 804.00. 

Section 804.00 of the Manual provides 

that these companies can seek review of 

a delisting determination from the 

Committee for Review of the Board of 

Directors of the Exchange. 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. 

As described above, many companies 

seek to cure their noncompliance with 

the Price Criteria or seek to increase 

their stock price for other reasons by 

effectuating a reverse stock 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 maintain or regain compliance on a 

sustained basis. 

The Exchange believes that the 

restrictions set forth in this proposal on 

the excessive use of reverse splits as a 

means of maintaining or regaining 

compliance with the Price Criteria will 

protect investors by resulting 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. 

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. The Exchange believes 

the proposal protects investors and the 

public interest by enhancing the 

Exchange’s listing requirements and 

limiting 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 

the Price Criteria after curing noncompliance 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 

delist any company that 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 that the 

adoption of the term ‘‘Price Criteria’’ as 

a defined term provides helpful 

clarification of the rule without making 

any substantive change to the rule text. 

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. 

Section 804.00 of the Manual 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. 

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 


ddrumheller on DSK120RN23PROD with NOTICES1
83740 Federal Register / Vol. 89, No. 201 / Thursday, October 17, 2024 / Notices 

9 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3The Exchange initially adopted pricing for 

Dedicated Cores on May 6, 2024 (SR–CboeBYX– 

2024–014). On July 1, 2024, the Exchange withdrew 

that filing and submitted SR–CboeBYX–2024–024. 

On August 1, 2024, the Exchange withdrew that 

filing and submitted SR–CboeBYX–2024–028. On 

business date September 30, 2024, the Exchange 

withdrew that filing and submitted this filing. 

4A User may be either a Member or Sponsored 

Participant. The term ‘‘Member’’ shall mean any 

registered broker or dealer that has been admitted 

to membership in the Exchange, limited liability 

company or other organization which is a registered 

broker or dealer pursuant to Section 15 of the Act, 

and which has been approved by the Exchange. A 

Sponsored Participant may be a Member or nonMember of the Exchange whose direct electronic 

access to the Exchange is authorized by a 

Sponsoring Member subject to certain conditions. 

See Exchange Rule 11.3. 

5Users may currently connect to the Exchange 

using a logical port available through an application 

programming interface (‘‘API’’), such as the Binary 

Order Entry (‘‘BOE’’) protocol. A BOE logical order 

entry port is used for order entry. 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NYSE–2024–48 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–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 (https://www.sec.gov/ 

rules/sro.shtml). 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 November 7, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–23898 Filed 10–16–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101303; File No. SR– 

CboeBYX–2024–036] 

Self-Regulatory Organizations; Cboe 

BYX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend Its 

Fees Schedule Regarding Dedicated 

Cores 

October 10, 2024. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on 

September 30, 2024, Cboe BYX 

Exchange, Inc. (the ‘‘Exchange’’ or 

‘‘BYX’’) 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 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 BYX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BYX Equities’’) 

proposes to amend its Fees 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 (http://markets.cboe.com/us/ 

equities/regulation/rule_filings/BYX/), 

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 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend its 

fee schedule to adopt fees for Dedicated 

Cores.3

By way of background, the Exchange 

recently began to allow Users 4 to assign 

a Single Binary Order Entry (‘‘BOE’’) 

logical order entry port 5 to a single 

dedicated Central Processing Unit (CPU 

Core) (‘‘Dedicated Core’’). Historically, 

CPU Cores had been shared by logical 

order entry ports (i.e., multiple logical 

ports from multiple firms may connect 

to a single CPU Core). Use of Dedicated 

Cores however, can provide reduced 

latency, enhanced throughput, and 

improved performance since a firm 

using a Dedicated Core is utilizing the 

full processing power of a CPU Core 

instead of sharing that power with other 

firms. This offering is completely 

voluntary and is available to all Users 

that wish to purchase Dedicated Cores. 

Users may utilize BOE logical order 

entry ports on shared CPU Cores, either 

in lieu of, or in addition to, their use of 

Dedicated Core(s). As such, Users are 

able to operate across a mix of shared 

and dedicated CPU Cores which the 

Exchange believes provides additional 

risk and capacity management. Further, 

Dedicated Cores are not required nor 

necessary to participate on the Exchange 

and as such Users may opt not to use 

Dedicated Cores at all. 

The Exchange proposes to assess the 

following monthly fees for Users that 

wish to use Dedicated Cores and adopt 

a maximum limit. First, the Exchange 

proposes to provide up to two Dedicated 

Cores to all Users who wish to use 

Dedicated Cores, at no additional cost. 


ddrumheller on DSK120RN23PROD with NOTICES1