Federal Register / Vol. 90, No. 13 / Wednesday, January 22, 2025 / Notices 7715 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). A proposed rule change 

may take effect upon filing with the Commission if 

it is designated by the exchange as ‘‘establishing or 

changing a due, fee, or other charge imposed by the 

self-regulatory organization on any person, whether 

or not the person is a member of the self-regulatory 

organization.’’ 15 U.S.C. 78s(b)(3)(A)(ii). 

4 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 101306 

(Oct. 10, 2024), 89 FR 83738 (‘‘Notice’’). Comments 

on the Notice are available at: https://www.sec.gov/ 

comments/sr-nyse-2024-48/srnyse202448.htm. 

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

5See Securities Exchange Act Release No. 

101746, 89 FR 95301 (Dec. 2, 2024) (designating 

January 15, 2025, as the date by which the 

Commission shall either approve, disapprove, or 

institute proceedings to determine whether to 

disapprove the proposed rule change). 

6Amendment No. 2 is available on the 

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

comments/sr-nyse-2024-48/srnyse202448-554495- 

1588362.pdf. As discussed below, the Exchange’s 

proposal would prohibit a listed company from 

effectuating a reverse stock split if the effectuation 

of such reverse stock split results in the company’s 

security falling below the continued listing 

requirements of Section 802.01A of the Manual. In 

Amendment No. 2, the Exchange proposes to adopt 

additional rule text to provide that if a company 

effectuates a reverse stock split in such 

circumstances, the company would not be eligible 

to follow the procedures outlined in Sections 

802.02 and 802.03 of the Manual and the Exchange 

would immediately commence suspension and 

delisting procedures with respect to such security 

in accordance with Section 804.00 of the Manual. 

7While 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. 

The Exchange is now proposing to define the term 

in the rule. See Notice, supra note 3, at 83738. 

8Sections 802.02 and 802.03 of the Manual set 

forth specific procedures for listed domestic 

companies and listed non-U.S. companies that are 

identified as being below the Exchange’s continued 

listing criteria. In general, Sections 802.02 and 

802.03 of the Manual provide that if the Exchange 

Continued 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102196; File Nos. SR– 

CboeBZX–2024–124; SR–CboeEDGX–2024– 

082; SR–CBOE–2024–056; SR–C2–2024– 

022] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Cboe EDGX 

Exchange, Inc.; Cboe Exchange, Inc.; 

Cboe C2 Exchange, Inc.; Notice of 

Withdrawal of Proposed Rule Change 

To Adopt Cboe Timestamping Service 

January 15, 2025. 

On December 13, 2024, Cboe BZX 

Exchange, Inc., Cboe EDGX Exchange, 

Inc., Cboe Exchange, Inc., and Cboe C2 

Exchange, Inc. (‘‘Exchanges’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 proposed rule 

changes to adopt the Cboe 

Timestamping Service, which is a 

market data service comprised of two 

distinct market data reports. The 

proposed rule changes were 

immediately effective upon filing with 

the Commission pursuant to Section 

19(b)(3)(A) of the Act.3 On January 10, 

2025, the Exchanges withdrew the 

proposed rule changes (SR–CboeBZX– 

2024–124; SR–CboeEDGX–2024–082; 

SR–CBOE–2024–056; SR–C2–2024– 

022). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.4

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–01413 Filed 1–21–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102201; File No. SR–NYSE– 

2024–48] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Amendment No. 2 and Order 

Granting Accelerated Approval of a 

Proposed Rule Change, as Modified by 

Amendment No. 2, To Amend Section 

802.01C of the NYSE Listed Company 

Manual (Price Criteria for Capital or 

Common Stock) To Restrict the Use of 

Reverse Stock Splits in Certain 

Circumstances 

January 15, 2025. 

I. Introduction 

On September 30, 2024, New York 

Stock Exchange LLC (‘‘NYSE’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

amend Section 802.01C (Price Criteria 

for Capital or Common Stock) of the 

NYSE Listed Company Manual 

(‘‘Manual’’) to provide that (i) a listed 

company that falls below the price 

criteria set forth therein and effects a 

reverse stock split to regain compliance 

will not be eligible for a compliance 

period in certain circumstances, and (ii) 

a listed company may not effectuate a 

reverse stock split if it would result in 

the company falling below continued 

listing requirements. The proposed rule 

change was published for comment in 

the Federal Register on October 17, 

2024.3

On November 25, 2024, pursuant to 

Section 19(b)(2) of the 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 On December 

20, 2024, the Exchange filed partial 

Amendment No. 1 to the proposed rule 

change, and on January 2, 2025, the 

Exchange withdrew partial Amendment 

No. 1 and filed partial Amendment No. 

2 to the proposed rule change 

(‘‘Amendment No. 2’’).6 The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change, as modified by Amendment No. 

2, from interested persons and is 

approving the proposed rule change, as 

modified by Amendment No. 2, on an 

accelerated basis. 

II. Description of the Proposed Rule 

Change, as Modified by Amendment 

No. 2 

The Exchange is proposing to amend 

Section 802.01C of the Manual to 

provide that (i) a listed company that 

falls below the price criteria set forth 

therein and effects a reverse stock split 

to regain compliance will not be eligible 

for a compliance period in certain 

circumstances, and (ii) a listed company 

may not effectuate a reverse stock split 

if it would result in the company falling 

below continued listing requirements. 

Section 802.01C of the Manual 

(‘‘Section 802.01C’’) 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 (‘‘Price Criteria’’).7

Under Section 802.01C, once the 

company is 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 listed company is not 

eligible to follow the procedures 

outlined in Sections 802.02 and 802.03 

of the Manual with respect to this 

criteria.8 The company must, however, 


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