```

[Federal Register Volume 89, Number 228 (Tuesday, November 26, 2024)]
[Notices]
[Pages 93369-93373]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-27609]

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

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 Non-
Compliance 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 non-compliance 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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See 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).
    \5\ See 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).

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

[[Page 93370]]

II. Description of the Proposed Rule Change 7
---------------------------------------------------------------------------

    \7\ All capitalized terms not otherwise defined in this order 
shall have the meanings set forth in the Nasdaq Listing Rules.
---------------------------------------------------------------------------

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\
---------------------------------------------------------------------------

    \8\ See 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).
    \9\ A 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.
    \11\ See id.
    \12\ See Nasdaq Rule 5815 (Review of Staff Determinations by 
Hearings Panel).
    \13\ See Nasdaq Rule 5815(a)(1)(B).
    \14\ See Nasdaq Rule 5815(c) (Scope of the Hearings Panel's 
Discretion).
    \15\ See Notice, supra note 3, at 68229.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \16\ See 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.
    \17\ See 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.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

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

    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\
---------------------------------------------------------------------------

    \19\ See 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.
    \20\ See id. at 68229.
    \21\ The Exchange states that if a company was not afforded the 
second 180-day compliance period, the 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.

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

[[Page 93371]]

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\
---------------------------------------------------------------------------

    \22\ See id. at 68229.
    \23\ See id. at 68229 n.10.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \24\ See id. at 68229.
    \25\ See id. The Exchange further states that companies facing 
these challenges ``will continue oscillating between compliance and 
non-compliance with the Bid Price Requirement.'' Id.
    \26\ See 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.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

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

    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.
---------------------------------------------------------------------------

    \28\ Id.
    \29\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    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 exchange-listed 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\
---------------------------------------------------------------------------

    \30\ The Commission notes that this reference to ``listing 
standards'' is referring to both initial and continued listing 
standards.
    \31\ See 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).
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \32\ See infra note 42.
    \33\ See Letter from Jennifer Becker, dated Aug. 28, 2024.
    \34\ See, 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.
---------------------------------------------------------------------------

    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

[[Page 93372]]

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 post-reverse 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 non-compliant, 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\
---------------------------------------------------------------------------

    \35\ See Letter from Anonymous, dated Sept. 10, 2024 
(``Anonymous Letter'').
    \36\ See Letter from Arnold Golub, Vice President, Deputy 
General Counsel, Nasdaq, dated Oct. 5, 2024 (``Nasdaq Response 
Letter'').
    \37\ See 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.
    \38\ See Notice, supra note 3, at 68229; Nasdaq Response Letter 
at 2-3.
    \39\ See Nasdaq Response Letter at 3.
    \40\ See id.
    \41\ See id. See also supra section II.C.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \42\ See 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.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \43\ 17 CFR 201.700(b)(3).
    \44\ See id.
    \45\ See id.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \46\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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\
---------------------------------------------------------------------------

    \47\ 15 U.S.C. 78f(b)(5).
    \48\ 17 CFR 240.19b-4.
    \49\ Section 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 self-regulatory organization. See Securities Acts Amendments of 
1975, Senate Comm. on Banking, Housing & Urban Affairs, S. Rep. No. 
75, 94th Cong., 1st Sess. 30 (1975).
---------------------------------------------------------------------------

    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 [email protected]. 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,

[[Page 93373]]

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\
---------------------------------------------------------------------------

    \50\ 17 CFR 200.30-3(a)(57).

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-27609 Filed 11-25-24; 8:45 am]
BILLING CODE 8011-01-P
```