Revised NASDAQ Rules Relating to Public Disclosure by Listed Issuers Following Receipt of Notification of Non-compliance with NASDAQ Listing Standards Becomes Effective

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The U.S. Securities and Exchange Commission (“SEC” or the “Commission”) has approved a NASDAQ proposed rule change that revises disclosure requirements following a listed issuer’s receipt of notification from NASDAQ that the issuer is not in compliance with a NASDAQ continuing listing standard. The revisions to various sections within the NASDAQ Rule 5800 Series modify disclosure requirements as follows:

Not more than four business days following the receipt of a deficiency notification, issuers must make a public announcement either by filing a form 8-K (where otherwise required by SEC rules) or by issuing a press release. Under the new rule, the public announcement must disclose the specific basis and concern cited in the NASDAQ determination. Previously, rules required only that issuers disclose the receipt of the NASDAQ notification and the title of the rule on which it was based;

If the issuer does not make the public announcement or does not include in the announcement all of the requisite information, NASDAQ may halt trading of the issuer’s securities or issue its own public announcement regarding the deficiency notification. Further, the modified rule allows NASDAQ to make public announcements regarding an action involving an issuer’s listing or trading...

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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