[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]
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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.
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\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).
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[[Page 93370]]
II. Description of the Proposed Rule Change 7
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\7\ All capitalized terms not otherwise defined in this order
shall have the meanings set forth in the Nasdaq Listing Rules.
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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\
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\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.
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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\
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\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.
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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\
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\18\ See proposed Nasdaq Rule 5815(a)(1)(B)(ii)d.
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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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\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.
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[[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\
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\22\ See id. at 68229.
\23\ See id. at 68229 n.10.
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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\
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\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.
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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.
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\27\ 15 U.S.C. 78s(b)(2)(B).
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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.
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\28\ Id.
\29\ 15 U.S.C. 78f(b)(5).
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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\
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\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).
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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\
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\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.
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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\
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\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.
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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\
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\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.
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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\
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\43\ 17 CFR 201.700(b)(3).
\44\ See id.
\45\ See id.
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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\
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\46\ 15 U.S.C. 78f(b)(5).
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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\
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\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).
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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\
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\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