Federal Register / Vol. 89, No. 228 / Tuesday, November 26, 2024 / Notices 93369 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 100767 

(Aug. 19, 2024), 89 FR 68228 (‘‘Notice’’). Comments 

received on the Notice are available on the 

Commission’s website at: https://www.sec.gov/ 

comments/sr-nasdaq-2024-045/srnasdaq2024045.

htm. 

4 15 U.S.C. 78s(b)(2). 

5See Securities Exchange Act Release No. 

101238, 89 FR 81956 (Oct. 9, 2024) (designating 

November 21, 2024, as the date by which the 

Commission shall either approve, disapprove, or 

institute proceedings to determine whether to 

disapprove the proposed rule change). 

6 15 U.S.C. 78s(b)(2)(B). 

Almaroof Agoro; Comments Due: 

November 27, 2024. 

25. Docket No(s).: MC2025–456 and 

K2025–453; Filing Title: USPS Request 

to Add Priority Mail Express, Priority 

Mail & USPS Ground Advantage 

Contract 764 to the Competitive Product 

List and Notice of Filing Materials 

Under Seal; Filing Acceptance Date: 

November 19, 2024; Filing Authority: 39 

U.S.C. 3642, 39 CFR 3035.105, and 39 

CFR 3041.310; Public Representative: 

Jennaca Upperman; Comments Due: 

November 27, 2024. 

26. Docket No(s).: MC2025–457 and 

K2025–454; Filing Title: USPS Request 

to Add Priority Mail & USPS Ground 

Advantage Contract 472 to the 

Competitive Product List and Notice of 

Filing Materials Under Seal; Filing 

Acceptance Date: November 19, 2024; 

Filing Authority: 39 U.S.C. 3642, 39 CFR 

3035.105, and 39 CFR 3041.310; Public 

Representative: Katalin Clendenin; 

Comments Due: November 27, 2024. 

27. Docket No(s).: MC2025–458 and 

K2025–455; Filing Title: USPS Request 

to Add Priority Mail Express, Priority 

Mail & USPS Ground Advantage 

Contract 765 to the Competitive Product 

List and Notice of Filing Materials 

Under Seal; Filing Acceptance Date: 

November 19, 2024; Filing Authority: 39 

U.S.C. 3642, 39 CFR 3035.105, and 39 

CFR 3041.310; Public Representative: 

Jennaca Upperman; Comments Due: 

November 27, 2024. 

III. Summary Proceeding(s) 

None. See Section II for public 

proceedings. 

This Notice will be published in the 

Federal Register. 

Erica A. Barker, 

Secretary. 

[FR Doc. 2024–27597 Filed 11–25–24; 8:45 am] 

BILLING CODE 7710–FW–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–291, OMB Control No. 

3235–0328] 

Proposed Collection; Comment 

Request; Extension: Form ID—EDGAR 

Password 

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 

(44 U.S.C. 3501 et seq.) (the ‘‘Paperwork 

Reduction Act’’), the Securities and 

Exchange Commission (‘‘Commission’’) 

is soliciting comments on the collection 

of information summarized below. The 

Commission plans to submit this 

existing collection of information to the 

Office of Management and Budget for 

extension and approval. 

Form ID (OMB Control No. 3235– 

0328) must be completed and filed with 

the Commission by all individuals, 

companies, and other organizations who 

seek access to file electronically on the 

Commission’s Electronic Data 

Gathering, Analysis, and Retrieval 

system (‘‘EDGAR’’). Those seeking 

access to file on EDGAR typically 

include those who are required to make 

certain disclosures pursuant to the 

federal securities laws. The information 

provided on Form ID is an essential part 

of the security of EDGAR. Form ID must 

be submitted whenever an applicant 

seeks an EDGAR identification number 

(Central Index Key or CIK) and/or access 

codes to file on EDGAR. The currently 

approved burden includes an estimate 

of 66,519 Form ID filings annually and 

a further estimate that it takes 

approximately 0.279289 hours per 

response for a total annual burden of 

18,578 hours. 

Written comments are invited on: (a) 

whether this proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden imposed by 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 

in writing within 60 days of this 

publication by January 27, 2025. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Please direct your written comment 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: November 20, 2024. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–27622 Filed 11–25–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101662; File No. SR– 

NASDAQ–2024–045] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Order 

Instituting Proceedings To Determine 

Whether To Approve or Disapprove a 

Proposed Rule Change To Modify the 

Application of the Minimum Bid Price 

Compliance Periods and the Delisting 

Appeals Process for Bid Price NonCompliance in Listing Rules 5810 and 

5815 Under Certain Circumstances 

November 20, 2024. 

I. Introduction 

On August 6, 2024, The Nasdaq Stock 

Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Exchange 

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

proposed rule change to modify the 

application of the minimum bid price 

compliance periods and the delisting 

appeals process for bid price noncompliance in Nasdaq Rules 5810 and 

5815 under certain circumstances. The 

proposed rule change was published for 

comment in the Federal Register on 

August 23, 2024.3 On October 3, 2024, 

pursuant to Section 19(b)(2) of the 

Exchange Act,4 the Commission 

designated a longer period within which 

to approve the proposed rule change, 

disapprove the proposed rule change, or 

institute proceedings to determine 

whether to disapprove the proposed 

rule change.5 This order institutes 

proceedings under Section 19(b)(2)(B) of 

the Exchange Act 6 to determine 

whether to approve or disapprove the 

proposed rule change. 


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93370 Federal Register / Vol. 89, No. 228 / Tuesday, November 26, 2024 / Notices 

7All capitalized terms not otherwise defined in 

this order shall have the meanings set forth in the 

Nasdaq Listing Rules. 

8See Nasdaq Rules 5550(a)(2) (Primary Equity 

Security listed on the Nasdaq Capital Market), 

5555(a)(1) (Preferred Stock and Secondary Classes 

of Common Stock listed on the Nasdaq Capital 

Market), 5450(a)(1) (Primary Equity Security listed 

on the Nasdaq Global or Global Select Markets), and 

5460(a)(3) (Preferred Stock and Secondary Classes 

of Common Stock listed on the Nasdaq Global or 

Global Select Markets). 

9A failure to meet the Bid Price Requirement 

occurs when a company’s security has a closing bid 

price below $1.00 for a period of 30 consecutive 

business days. See Nasdaq Rule 5810(c)(3)(A). 

Compliance can be achieved by meeting the Bid 

Price Requirement for a minimum of 10 consecutive 

business days during the applicable compliance 

period, unless Staff exercises its discretion to 

extend this 10-day period as discussed in Nasdaq 

Rule 5810(c)(3)(H). See id. 

10 If a company listed on the Nasdaq Capital 

Market is not deemed in compliance before the 

expiration of the 180-day compliance period, it will 

be afforded an additional 180-day compliance 

period, provided that on the 180th day of the first 

compliance period it meets the applicable market 

value of publicly held shares requirement for 

continued listing and all other applicable standards 

for initial listing on the Nasdaq Capital Market 

(except the bid price requirement) based on the 

company’s most recent public filings and market 

information and notifies Nasdaq of its intent to cure 

this deficiency. See Nasdaq Rule 5810(c)(3)(A)(ii). 

If a company does not indicate its intent to cure the 

deficiency, or if it does not appear to Nasdaq that 

it is possible for the company to cure the 

deficiency, the company will not be eligible for the 

second compliance period. See id. If the company 

has publicly announced information (e.g., in an 

earnings release) indicating that it no longer 

satisfies the applicable listing criteria, it will not be 

eligible for the additional compliance period under 

this rule. See id. 

11See id. 

12See Nasdaq Rule 5815 (Review of Staff 

Determinations by Hearings Panel). 13See Nasdaq Rule 5815(a)(1)(B). 14See Nasdaq Rule 5815(c) (Scope of the Hearings 

Panel’s Discretion). 15See Notice, supra note 3, at 68229. 

16See proposed Nasdaq Rule 5815(a)(1)(B)(ii)d. 

The Exchange states that a company that is 

suspended under the proposed rule could appeal 

the Delisting Determination to a Hearings Panel, but 

its securities would trade in the over-the-counter 

(‘‘OTC’’) market while that appeal is pending. See 

Notice, supra note 3, at 68229. 

17See Notice, supra note 3, at 68229. The 

Exchange also states that, pursuant to Nasdaq Rule 

5815(c)(1)(E), the Hearings Panel will continue to 

have the authority to find the company in 

compliance with all applicable listing standards 

and reinstate the trading of the company’s securities 

on Nasdaq (e.g., if the company effects a reverse 

stock split and maintains a $1.00 closing bid price 

for at least 10 consecutive days while trading in the 

OTC market). See id. 

18See proposed Nasdaq Rule 5815(a)(1)(B)(ii)d. 

19See Notice, supra note 3, at 68229. The 

Exchange states that it has observed that some 

companies do not regain compliance during the 

second 180-day compliance period notwithstanding 

the company’s notification to Nasdaq of its intent 

to do so. See id. at 68228. The Exchange states that 

in these circumstances, Nasdaq issues a Delisting 

Determination; however, as described above, the 

company could continue its listing by appealing 

that decision to a Hearings Panel, which has the 

discretion to provide up to 180 additional days 

from the date of the Delisting Determination. See id. 

at 68228–29. 

20See id. at 68229. 

21The Exchange states that if a company was not 

afforded the second 180-day compliance period, the 

II. Description of the Proposed Rule 

Change 7

A. Background 

Nasdaq Rules require a company’s 

equity securities listed on the Nasdaq 

Global Select, Global, and Capital 

Markets to maintain a minimum bid 

price of at least one dollar per share (the 

‘‘Bid Price Requirement’’).8 Upon failure 

of a company’s security to satisfy the 

Bid Price Requirement, Nasdaq Rule 

5810(c)(3)(A) provides for an automatic 

compliance period of 180 calendar days 

from the date Nasdaq notifies the 

company of the deficiency for the 

company to achieve compliance with 

the Bid Price Requirement.9 Subject to 

certain requirements,10 including 

notifying Nasdaq of the company’s 

intent to cure this deficiency, a 

company listed on, or that transfers to, 

the Nasdaq Capital Market may be 

provided with a second 180-day 

compliance period.11 If a company is 

not eligible for the second compliance 

period, or the company is eligible but 

does not resolve the bid price deficiency 

during the second 180-day compliance 

period, the company is issued a 

Delisting Determination under Nasdaq 

Rule 5810 with respect to that security, 

which can be appealed to a Nasdaq 

Listing Qualifications Hearings Panel 

(‘‘Hearings Panel’’).12 A timely request 

for a hearing ordinarily stays the 

suspension of the security from trading 

pending the issuance of a written 

Hearings Panel decision.13 The Hearings 

Panel may, where it deems appropriate, 

grant an exception to the Bid Price 

Requirement and allow a company up to 

an additional 180 days from the date of 

the Delisting Determination to regain 

compliance.14 As a result, a company 

may be continuously deficient with the 

Bid Price Requirement and continue 

trading on Nasdaq for more than 360 

days (but not more than 540 days).15

The Nasdaq Rules set forth two 

circumstances that can curtail the bid 

price compliance periods. First, Nasdaq 

Rule 5810(c)(3)(A)(iii) provides that if a 

company’s security has a closing bid 

price of $0.10 or less for 10 consecutive 

trading days, Nasdaq must issue a 

Delisting Determination with respect to 

that security, notwithstanding any 

otherwise available compliance period. 

Second, Nasdaq Rule 5810(c)(3)(A)(iv) 

provides that if a company’s security 

fails to meet the Bid Price Requirement 

and the company has effected one or 

more reverse stock splits over the prior 

two-year period with a cumulative ratio 

of 250 shares or more to one, then the 

company is not eligible for any 

compliance periods and Nasdaq must 

issue a Delisting Determination with 

respect to that security. 

Based on the Exchange’s experience 

administering the rules described above, 

it is proposing two modifications to the 

delisting process in Nasdaq Rules 5810 

and 5815. These proposed changes are 

described in more detail below. 

B. Suspension After Second Compliance 

Period 

First, the Exchange proposes to adopt 

Nasdaq Rule 5815(a)(1)(B)(ii)d. to 

provide that notwithstanding the 

general rule that a timely request for a 

hearing shall ordinarily stay the 

suspension and delisting action pending 

the issuance of a written panel decision, 

a request for a hearing shall not stay the 

suspension of the securities from 

trading where the matter relates to a 

request made by a company that was 

afforded the second 180-day compliance 

period described in Nasdaq Rule 

5810(c)(3)(A)(ii) and that failed to regain 

compliance with the Bid Price 

Requirement during that period.16 The 

Exchange states that pursuant to Nasdaq 

Rule 5815(c)(1)(A), the Hearings Panel 

will continue to have discretion, where 

it deems appropriate, to provide an 

exception for up to 180 days from the 

Delisting Determination date for the 

company to regain compliance with the 

Bid Price Requirement.17

The Exchange also proposes to clarify 

in proposed Nasdaq Rule 

5815(a)(1)(B)(ii)d. that, pursuant to 

Nasdaq Rule 5810(c)(3)(A), a company 

achieves compliance with the Bid Price 

Requirement by meeting the applicable 

standard for a minimum of 10 

consecutive business days, unless Staff 

exercises its discretion to extend this 

10-day period as set forth in Nasdaq 

Rule 5810(c)(3)(H).18

The Exchange states in its proposal 

that it believes that two consecutive 

compliance periods for a total of 360 

days is a sufficient period of time for a 

company to regain compliance with the 

Bid Price Requirement.19 Nasdaq states 

that it provides a company with a 

second bid price compliance period 

only if the company reviewed its 

circumstances and notified Nasdaq that 

it intends to cure the bid price 

deficiency by effecting a reverse stock 

split within the second 180-day 

compliance period.20 As such, the 

Exchange states that it believes it is not 

appropriate for a company in these 

circumstances to continue trading on 

Nasdaq during the pendency of the 

Hearings Panel review process.21


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Federal Register / Vol. 89, No. 228 / Tuesday, November 26, 2024 / Notices 93371 

company would not be affected by this proposal 

and its security would not be suspended from 

trading on Nasdaq during an appeal to the Hearings 

Panel, if any. See id. at 68228 n.8. 

22See id. at 68229. 

23See id. at 68229 n.10. 

24See id. at 68229. 

25See id. The Exchange further states that 

companies facing these challenges ‘‘will continue 

oscillating between compliance and noncompliance with the Bid Price Requirement.’’ Id. 

26See id. The Exchange states that a company 

could appeal the Delisting Determination to the 

Hearings Panel, where it could receive up to 180 

days to regain compliance, as described above. See 

id. 

27 15 U.S.C. 78s(b)(2)(B). 

28 Id. 

29 15 U.S.C. 78f(b)(5). 

30The Commission notes that this reference to 

‘‘listing standards’’ is referring to both initial and 

continued listing standards. 

31See Securities Exchange Act Release No. 

101271 (Oct. 7, 2024), 89 FR 82652, 82653 n.23 and 

accompanying text (Oct. 11, 2024) (SR–NASDAQ– 

2024–029) (Order Granting Approval of a Proposed 

Rule Change, as Modified by Amendment No. 2, to 

Modify the Application of Bid Price Compliance 

Periods). 

32See infra note 42. 

33See Letter from Jennifer Becker, dated Aug. 28, 

2024. 

34See, e.g., Letters from Christopher A. Iacovella, 

President and Chief Executive Officer, American 

Securities Association, Stephen Hall, Legal 

Director, Better Markets, Tyler Gellasch, President 

and CEO, Healthy Markets Association, John 

Ramsay, Chief Market Policy Officer, Investors 

Exchange LLC, and Joseph Saluzzi, Partner, Themis 

Trading LLC, dated Aug. 23, 2024; American 

Consumer & Investor Institute, dated Sept. 13, 2024; 

Daniel Zinn, General Counsel, and Flavia Vehbiu, 

Deputy General Counsel, OTC Markets Group Inc., 

dated Sept. 17, 2024. These commenters support 

the recommendations contained in the Petition for 

Rulemaking on Exchange Listings of Penny Stocks 

filed with the Commission by Virtu Financial, Inc., 

dated July 15, 2024. See also Letter from Ellen 

Greene, Managing Director, Equities & Options 

Market Structure, and Joseph Corcoran, Managing 

Director and Associate General Counsel, Securities 

Industry and Financial Markets Association, dated 

Oct. 8, 2024. 

35See Letter from Anonymous, dated Sept. 10, 

2024 (‘‘Anonymous Letter’’). 

36See Letter from Arnold Golub, Vice President, 

Deputy General Counsel, Nasdaq, dated Oct. 5, 2024 

(‘‘Nasdaq Response Letter’’). 

C. Delisting Determination If Failure To 

Meet Bid Price Requirement Occurs 

Within One Year After Reverse Stock 

Split 

Second, the Exchange proposes to 

amend Nasdaq Rule 5810(c)(3)(A)(iv) to 

provide that if a company’s security 

fails to meet the Bid Price Requirement 

and the company has effected a reverse 

stock split over the prior one-year 

period, then the company shall not be 

eligible for any compliance period 

specified in Nasdaq Rule 5810(c)(3)(A) 

and the Listing Qualifications 

Department shall issue a Delisting 

Determination under Rule 5810 with 

respect to that security.22 The Exchange 

states that this proposed change would 

apply to a company even if the company 

was in compliance with the Bid Price 

Requirement at the time of its prior 

reverse stock split.23

The Exchange states that it has 

observed that some companies, typically 

those in financial distress or 

experiencing a prolonged operational 

downturn, engage in a pattern of 

repeated reverse stock splits to regain 

compliance with the Bid Price 

Requirement.24 The Exchange believes 

that such actions are often indicative of 

serious difficulties within such 

companies and, generally, are not 

temporary such that the company is not 

likely to regain compliance in a manner 

consistent with the Bid Price 

Requirement within the prescribed 

compliance periods described above.25

Accordingly, the Exchange states that it 

believes it is appropriate for investor 

protection reasons that such companies 

be immediately subject to the delisting 

process, rather than being provided a 

180-day compliance period pursuant to 

Nasdaq Rule 5810.26

III. Proceedings To Determine Whether 

To Approve or Disapprove SR– 

NASDAQ–2024–045 and Grounds for 

Disapproval Under Consideration 

The Commission is instituting 

proceedings pursuant to Section 

19(b)(2)(B) of the Exchange Act 27 to 

determine whether the proposed rule 

change should be approved or 

disapproved. Institution of proceedings 

is appropriate at this time in view of the 

legal and policy issues raised by the 

proposed rule change. Institution of 

proceedings does not indicate that the 

Commission has reached any 

conclusions with respect to any of the 

issues involved. 

Pursuant to Section 19(b)(2)(B) of the 

Exchange Act,28 the Commission is 

providing notice of the grounds for 

disapproval under consideration. The 

Commission is instituting proceedings 

to allow for additional analysis of the 

proposed rule change’s consistency with 

the Exchange Act and, in particular, 

with Section 6(b)(5) of the Exchange 

Act,29 which requires, among other 

things, that the rules of a national 

securities exchange be designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. 

The development and enforcement of 

meaningful listing standards 30 by an 

exchange is of critical importance to 

financial markets and the investing 

public. Among other things, such listing 

standards help ensure that exchangelisted companies will have sufficient 

public float, investor base, and trading 

interest to provide the depth and 

liquidity to promote fair and orderly 

markets. Meaningful listing standards 

also are important given investor 

expectations regarding the nature of 

securities that have achieved an 

exchange listing, and the role of an 

exchange in overseeing its market and 

assuring compliance with its listing 

standards.31

The Exchange’s proposal could lead 

to the earlier delisting of companies that 

fail to comply with the Bid Price 

Requirement. As discussed above, 

currently, if a company whose security 

has failed to meet the Bid Price 

Requirement for one or two compliance 

periods timely appeals its Delisting 

Determination to the Hearings Panel, the 

trading suspension of that security is 

stayed during the pendency of the 

Hearings Panel review. The Exchange 

now proposes that those securities that 

were afforded, and that failed to meet 

the Bid Price Requirement during, the 

second compliance period would not 

receive a stay of suspension upon 

appeal. In addition, the Exchange now 

proposes that a company whose security 

fails to meet the Bid Price Requirement 

and that has effected a reverse stock 

split of any ratio within the prior year 

will not be eligible for any compliance 

periods. 

Comments received on the proposal 

were generally supportive; however, one 

commenter opposed the proposed 

amendment to Nasdaq Rule 5810.32 One 

commenter stated that the proposal is a 

‘‘carefully crafted crucial step in 

safeguarding the interests of retail 

investors and maintaining the integrity 

of our capital markets.’’ 33 Other 

commenters supported the proposal as a 

‘‘step in the right direction,’’ though 

they believe the proposal does not go far 

enough to address concerns with 

exchanges’ listing standards related to 

minimum bid price requirements and 

the process for enforcing such 

standards.34

Another commenter, while generally 

supporting the proposal, expressed 

concern that the proposed amendment 

to Nasdaq Rule 5810 would not take 

into consideration the ratio of the prior 

reverse stock split or whether the 

security was in compliance with the Bid 

Price Requirement at the time of the 

reverse split.35 In the Notice and in 

response to this commenter,36 the 

Exchange stated that it already has a 

rule that takes into account the 

cumulative ratio of prior reverse stock 


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93372 Federal Register / Vol. 89, No. 228 / Tuesday, November 26, 2024 / Notices 

37See Notice, supra note 3, at 68228. As 

described above, Nasdaq Rule 5810(c)(3)(A)(iv) 

provides that if a company’s security fails to meet 

the Bid Price Requirement and the company has 

effected one or more reverse stock splits over the 

prior two-year period with a cumulative ratio of 250 

shares or more to one, then the company is not 

eligible for any compliance periods and Nasdaq 

must issue a Delisting Determination with respect 

to that security. 

38See Notice, supra note 3, at 68229; Nasdaq 

Response Letter at 2–3. 

39See Nasdaq Response Letter at 3. 

40See id. 

41See id. See also supra section II.C. 

42See Letter from Seth Lederman, Tonix 

Pharmaceuticals Holding Corp., dated Nov. 14, 

2024. The commenter also stated that it did not 

object to the proposed change in Nasdaq Rule 5815. 

See id. at 2. 

43 17 CFR 201.700(b)(3). 44See id. 45See id. 46 15 U.S.C. 78f(b)(5). 47 15 U.S.C. 78f(b)(5). 48 17 CFR 240.19b–4. 49Section 19(b)(2) of the Exchange Act, as 

amended by the Securities Acts Amendments of 

1975, Public Law 94–29 (June 4, 1975), grants to the 

Commission flexibility to determine what type of 

proceeding—either oral or notice and opportunity 

for written comments—is appropriate for 

consideration of a particular proposal by a selfregulatory organization. See Securities Acts 

Amendments of 1975, Senate Comm. on Banking, 

Housing & Urban Affairs, S. Rep. No. 75, 94th 

Cong., 1st Sess. 30 (1975). 

splits.37 Yet since that rule’s adoption, 

the Exchange has continued to observe 

some companies engaging in a pattern of 

effecting consecutive reverse stock 

splits, which are often accompanied by 

dilutive issuances of securities and 

which potentially cause investor 

confusion and operational difficulties 

for market participants.38 The Exchange 

further stated that, regardless of the 

reason for the reverse split, a company 

can control the ratio of the split and 

choose a sufficiently high ratio to 

remain in compliance with the Bid Price 

Requirement for at least one year postreverse split.39 Where the company does 

not choose a sufficiently high ratio, and 

therefore becomes non-compliant 

within one year, Nasdaq believes that 

the resulting pattern of repeated reverse 

splits is often indicative of deep 

financial or operational distress that 

renders the company inappropriate for 

trading on Nasdaq for investor 

protection reasons.40 Nasdaq further 

stated that this pattern creates the same 

investor confusion and operational 

difficulties regardless of whether the 

company was previously noncompliant, and thus that the rationale 

for the proposed amendment to Nasdaq 

Rule 5810 remains the same regardless 

of whether the company was in 

compliance with the Bid Price 

Requirement at the time of the reverse 

split.41

Finally, another commenter stated 

that it opposed the proposed 

amendment to Nasdaq Rule 5810 

because it could, among other things, 

incentivize market manipulative trading 

strategies and negatively impact access 

to capital for a segment of Nasdaq-listed 

small companies, particularly 

biotechnology companies.42

Under the Commission’s Rules of 

Practice, the ‘‘burden to demonstrate 

that a proposed rule change is 

consistent with the Exchange Act and 

the rules and regulations issued 

thereunder . . . is on the self-regulatory 

organization that proposed the rule 

change.’’ 43 The description of a 

proposed rule change, its purpose and 

operation, its effect, and a legal analysis 

of its consistency with applicable 

requirements must all be sufficiently 

detailed and specific to support an 

affirmative Commission finding,44 and 

any failure of a self-regulatory 

organization to provide this information 

may result in the Commission not 

having a sufficient basis to make an 

affirmative finding that a proposed rule 

change is consistent with the Exchange 

Act and the applicable rules and 

regulations.45

The Commission is instituting 

proceedings to allow for additional 

consideration and comment on the 

proposed rule change’s consistency with 

the Exchange Act. In particular, the 

Commission asks commenters to 

address whether the proposal includes 

sufficient data and analysis to support a 

conclusion that the proposal is 

consistent with the requirements of 

Section 6(b)(5) of the Exchange Act.46

IV. Procedure: Request for Written 

Comments 

The Commission requests that 

interested persons provide written 

submissions of their data, views, and 

arguments with respect to the issues 

identified above, as well as any other 

concerns they may have with the 

proposal. In particular, the Commission 

invites the written views of interested 

persons concerning whether the 

proposed rule change is consistent with 

Section 6(b)(5) of the Exchange Act 47 or 

any other provision of the Exchange 

Act, or the rules and regulations 

thereunder. Although there do not 

appear to be any issues relevant to 

approval or disapproval that would be 

facilitated by an oral presentation of 

data, views, and arguments, the 

Commission will consider, pursuant to 

Rule 19b–4 under the Exchange Act,48

any request for an opportunity to make 

an oral presentation.49

Interested persons are invited to 

submit written data, views, and 

arguments regarding whether the 

proposed rule change should be 

approved or disapproved by December 

17, 2024. Any person who wishes to file 

a rebuttal to any other person’s 

submission must file that rebuttal by 

December 31, 2024. The Commission 

asks that commenters address the 

sufficiency of the Exchange’s statements 

in support of the proposal, in addition 

to any other comments they may wish 

to submit about the proposed rule 

change. 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– 

NASDAQ–2024–045 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–NASDAQ–2024–045. 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–NASDAQ–2024–045 and should be 

submitted on or before December 17, 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 89, No. 228 / Tuesday, November 26, 2024 / Notices 93373 

50 17 CFR 200.30–3(a)(57). 

1The burdens imposed by the CFTC are included 

in this collection of information. 

2024. Rebuttal comments should be 

submitted by December 31, 2024. 

For the Commission, by the Division 

of Trading and Markets, pursuant to 

delegated authority.50

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–27609 Filed 11–25–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–641, OMB Control No. 

3235–0685] 

Submission for OMB Review; 

Comment Request; Extension: Rules 

3a68–2 and 3a68–4(c) 

Upon Written Request, Copies Available 

From: US 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 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission (‘‘SEC’’) has 

submitted to the Office of Management 

and Budget (‘‘OMB’’) a request for 

approval of extension of the previously 

approved collection of information 

provided in Rules 3a68–2 and 3a68–4(c) 

under the Securities Exchange Act of 

1934 (‘‘Exchange Act’’) (15 U.S.C. 78a et 

seq.). 

Rule 3a68–2 creates a process for 

interested persons to request a joint 

interpretation by the SEC and the 

Commodity Futures Trading 

Commission (‘‘CFTC’’) (together with 

the SEC, the ‘‘Commissions’’) regarding 

whether a particular instrument (or 

class of instruments) is a swap, a 

security-based swap, or both (i.e., a 

mixed swap). Under Rule 3a68–2, a 

person provides to the Commissions a 

copy of all material information 

regarding the terms of, and a statement 

of the economic characteristics and 

purpose of, each relevant agreement, 

contract, or transaction (or class 

thereof), along with that person’s 

determination as to whether each such 

agreement, contract, or transaction (or 

class thereof) should be characterized as 

a swap, security-based swap, or both 

(i.e., a mixed swap). The Commissions 

also may request the submitting person 

to provide additional information. 

The SEC expects 25 requests pursuant 

to Rule 3a68–2 per year. The SEC 

estimates the total paperwork burden 

associated with preparing and 

submitting each request would be 20 

hours to retrieve, review, and submit the 

information associated with the 

submission. This 20-hour burden is 

divided between the SEC and the CFTC, 

with 10 hours per response regarding 

reporting to the SEC and 10 hours of 

response regarding third party 

disclosure to the CFTC.1 The SEC 

estimates this would result in an 

aggregate annual burden of 500 hours 

(25 requests x 20 hours/request). 

The SEC estimates that the total costs 

resulting from a submission under Rule 

3a68–2 would be approximately $17,520 

for outside attorneys to retrieve, review, 

and submit the information associated 

with the submission. The SEC estimates 

this would result in aggregate costs each 

year of $438,000 (25 requests × 30 

hours/request × $584). 

Rule 3a68–4(c) establishes a process 

for persons to request that the 

Commissions issue a joint order 

permitting such persons (and any other 

person or persons that subsequently 

lists, trades, or clears that class of mixed 

swap) to comply, as to parallel 

provisions only, with specified parallel 

provisions of either the Commodity 

Exchange Act (‘‘CEA’’) or the Exchange 

Act, and related rules and regulations 

(collectively ‘‘specified parallel 

provisions’’), instead of being required 

to comply with parallel provisions of 

both the CEA and the Exchange Act. 

The SEC expects ten requests 

pursuant to Rule 3a68–4(c) per year. 

The SEC estimates that nine of these 

requests will have also been made in a 

request for a joint interpretation 

pursuant to Rule 3a68–2, and one will 

not have been. The SEC estimates the 

total burden for the one request for 

which the joint interpretation pursuant 

to 3a68–2 was not requested would be 

30 hours, and the total burden 

associated with the other nine requests 

would be 20 hours per request because 

some of the information required to be 

submitted pursuant to Rule 3a68–4(c) 

would have already been submitted 

pursuant to Rule 3a68–2. The burden in 

both cases is evenly divided between 

the SEC and the CFTC. 

The SEC estimates that the total costs 

resulting from a submission under Rule 

3a68–4(c) would be approximately 

$29,200 for the services of outside 

attorneys to retrieve, review, and submit 

the information associated with the 

submission of the one request for which 

a request for a joint interpretation 

pursuant to Rule 3a68–2 was not 

previously made (1 request × 50 hours/ 

request × $584). For the nine requests 

for which a request for a joint 

interpretation pursuant to Rule 3a68–2 

was previously made, the SEC estimates 

the total costs associated with preparing 

and submitting a party’s request 

pursuant to Rule 3a68–4(c) would be 

$8,760 less per request because, as 

discussed above, some of the 

information required to be submitted 

pursuant to Rule 3a68–4(c) already 

would have been submitted pursuant to 

Rule 3a68–2. The SEC estimates this 

would result in an aggregate cost each 

year of $183,960 for the services of 

outside attorneys (9 requests × 35 hours/ 

request × $584). 

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. 

The public may view background 

documentation for this information 

collection at the following website: 

www.reginfo.gov. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. Written comments and 

recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice by December 26, 2024 to (i) 

www.reginfo.gov/public/do/PRAMain or 

MBX.OMB.OIRA.SEC_desk_officer@

omb.eop.gov, and (ii) Austin Gerig, 

Director/Chief Data Officer, Securities 

and Exchange Commission, c/o Tanya 

Ruttenberg, 100 F Street NE, 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov. 

Dated: November 20, 2024 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–27621 Filed 11–25–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

35396; File No. 813–00414] 

Greystone & Co. II LLC; Greystone 

Employee Investments LP 

November 20, 2024. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’). 

ACTION: Notice. 

Notice of application for an order 

(‘‘Order’’) under sections 6(b) and 6(e) of 

the Investment Company Act of 1940 

(the ‘‘Act’’) granting an exemption from 

all provisions of the Act, except sections 

9, 17, 30, and 36 through 53, and the 

rules and regulations under the Act (the 

‘‘Rules and Regulations’’). With respect 


lotter on DSK11XQN23PROD with NOTICES1