[Federal Register Volume 85, Number 98 (Wednesday, May 20, 2020)]
[Notices]
[Pages 30775-30776]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-10812]
[[Page 30775]]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-88868; File No. SR-NASDAQ-2020-024]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Modify the Implementation Date for a Recent Rule Change Modifying the
Delisting Process for Certain Securities With a Bid Price at or Below
$0.10 or That Have Had Reverse Stock Splits With a Cumulative Ratio of
250 or More to One Over the Prior Two-Year Period
May 14, 2020.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on May 1, 2020, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by the Exchange. The Commission
is publishing this notice to solicit comments on the proposed rule
change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to modify the implementation date and process
for rule changes adopted in SR-Nasdaq-2020-001.
The text of the proposed rule change is available on the Exchange's
website at http://nasdaq.cchwallstreet.com, at the principal office of
the Exchange, and at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
On January 2, 2020, Nasdaq filed with the Commission a proposed
rule change to modify the delisting process for securities with a bid
price at or below $0.10 and for securities that have had one or more
reverse stock splits with a cumulative ratio of 250 shares or more to
one over the prior two year period.\3\ The Commission approved this
proposed rule change on April 21, 2020.\4\
---------------------------------------------------------------------------
\3\ Securities Exchange Act Release No. 87982 (January 15,
2020), 85 FR 3736 (January 22, 2020) (SR-Nasdaq-2020-001).
\4\ Securities Exchange Act Release No. 88716 (April 21, 2020),
85 FR 23393 (April 27, 2020).
---------------------------------------------------------------------------
In its filing, Nasdaq stated that this rule change would be
implemented for companies that first receive notification of
noncompliance with the bid price requirement after the date of the
Commission's approval of the changes. However, Nasdaq does not believe
it is appropriate to implement this new requirement, which would affect
low priced stocks, during a time when the U.S. and global equities
markets have experienced unprecedented market-wide declines as a result
of the ongoing spread of the COVID-19 virus and companies face highly
unusual market conditions.\5\ Accordingly, Nasdaq is filing this rule
change to delay the implementation date and process for the changes
adopted in SR-Nasdaq-2020-001.
---------------------------------------------------------------------------
\5\ See Securities Exchange Act Release No. 88685 (April 17,
2020), 85 FR 22777 (April 23, 2020) (permitting companies a longer
period of time to regain compliance with Nasdaq's bid price and
market value of publicly held shares continued listing requirements
by tolling the compliance periods through and including June 30,
2020, due to market disruptions caused by the COVID-19 virus).
---------------------------------------------------------------------------
As revised, Nasdaq will implement these rule changes for companies
that first receive notification of noncompliance with the bid price
requirement on or after September 1, 2020. A company that receives
notification of non-compliance prior to that date will not be subject
to the rule changes.
While Nasdaq rules may allow a company two 180-day periods to
regain compliance with the bid price requirement in certain
circumstances, a company is not eligible for the second compliance
period ``if it does not appear to Nasdaq that it is possible for the
Company to cure the deficiency.'' \6\ As is currently the case, Nasdaq
may rely upon this language to deny the second compliance period to a
company with a very low stock price or that has engaged in significant
prior reverse stock splits, even though the company is not yet subject
to the rule changes.
---------------------------------------------------------------------------
\6\ Listing Rules 5810(c)(3)(A)(i) and (ii).
---------------------------------------------------------------------------
Until all companies are subject to the rule changes, Nasdaq will
include a statement at the start of Rule 5810 and Rule 5815 explaining
that the rule was recently amended, describing the nature of the
amendment, and specifying the effective date for the rule changes,
along with a link to the revised rules. Starting September 1, 2020,
Rules 5810 and 5815 will reflect the rule changes, but until all
companies are subject to the rule changes Nasdaq will include a
statement at the start of Rule 5810 and Rule 5815 explaining that the
rule was recently amended, describing the nature of the amendment, and
specifying the effective date for the rule changes, along with a link
to the rules as they existed before the amendment.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\7\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\8\ in particular, in that it is designed 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,
by delaying the implementation date of the rule changes in light of
market declines and disruptions as a result of the COVID-19 virus and
actions taken to address the pandemic. Until these rule changes are
implemented, Nasdaq will continue to apply its prior rules and,
notwithstanding the proposed delay in implementing the effective date
of the rule changes, would not provide a company with a second 180-day
compliance period for a bid price deficiency if it does not appear to
Nasdaq that it is possible for the company to cure the deficiency.
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. The proposed rule change
impacts unique Nasdaq listing rules. While Nasdaq does not believe
there will be any impact on competition from the rule changes or the
proposed change to the
[[Page 30776]]
implementation schedule of the rule changes, any impact on competition
that does arise from the revised implementation schedule is necessary
to reflect concerns about market conditions in light of the COVID-19
pandemic.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \9\ and Rule 19b-
4(f)(6) thereunder.\10\
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78s(b)(3)(A).
\10\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------
A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \11\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \12\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has asked the Commission to waive the 30-day operative delay so that
the proposal may become operative upon filing. The Exchange stated that
such waiver would ensure that there is no confusion about the
implementation schedule for the rule change. The Exchange further
stated that it believes waiver is consistent with the protection of
investors and the public interest because it would merely provide a
delay, until September 1, 2020, in the implementation of an approved
rule change due to the highly unusual market conditions resulting from
the ongoing spread of the COVID-19 virus. The Exchange further noted
that investors will continue to be protected by Nasdaq's other bid
price rules, which will continue to apply during that time, subject to
a temporary tolling of compliance periods through and including June
30, 2020, as described above.
---------------------------------------------------------------------------
\11\ 17 CFR 240.19b-4(f)(6).
\12\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------
The Commission notes that the proposal is a temporary measure to
delay the effectiveness of an approved rule change until September 1,
2020 in light of current market conditions. Further, Nasdaq's existing
bid price rules will continue to apply, including its ability to deny a
company a second compliance period if it does not appear to Nasdaq that
it is possible for the company to cure the deficiency. The waiver of
the operative delay will also help to ensure that all companies have
the same rules applied to them as to bid price deficiencies as of the
date of the filing of this rule change to delay the implementation date
of the new rules. For these reasons, the Commission believes that
waiver of the 30-day operative delay is consistent with the protection
of investors and the public interest. Therefore, the Commission hereby
waives the operative delay and designates the proposed rule change
operative upon filing.\13\
---------------------------------------------------------------------------
\13\ For purposes only of waiving the 30-day operative delay,
the Commission also has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------
At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-NASDAQ-2020-024 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-2020-024. 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 (http://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 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NASDAQ-2020-024 and should be submitted
on or before June 10, 2020.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
---------------------------------------------------------------------------
\14\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-10812 Filed 5-19-20; 8:45 am]
BILLING CODE 8011-01-P