Currently Listed
Guidance and Interpretive Materials
| Subject | Date | Document |
|---|---|---|
| Annual Letters | 01.31.24 | |
| Blast Emails | 04.18.24 | |
| 10.12.23 | ||
| 09.08.23 | ||
| 03.20.18 | ||
| 08.18.17 | ||
| 10.15.15 | ||
| 02.05.15 |
Reporting Requirements
Summary Guide of Filing and Notice Requirements Applicable to NYSE American Listed Issuers
Electronic submission of material to the SEC through EDGAR satisfies the Exchange's filing requirement. An "X" in the EDGAR column indicates material that can currently be submitted to the SEC through EDGAR. In the event that material to be filed within or submitted to the Exchange is not also submitted to the SEC via EDGAR, issuers must submit three (3) copies of such material to the Exchange. In connection with each item to be filed with or submitted to the Exchange, please consult the referenced section number in the NYSE American Company Guide. For additional guidance, issuers may contact their assigned corporate compliance analyst.
| Item | Section # | Date to be Filed with or Submitted to the Exchange | EDGAR |
|---|---|---|---|
| Extension of the Expiration Date of Warrants | 105, 920 | At least two months, but in no event less than 20 days, in advance of the extension. | |
| Change in Number of Warrants Outstanding (for which Securities Traded Primarily in the U.S represents 25% or More of the Value of the Underlying Index) | 106 | No later than 4:30 p.m. Eastern Time on the determination date of the warrants' settlement value. | |
| Annual Corporate Governance Affirmation and CEO Certification | 801(a), 801(c) |
Completed Affirmations and CEO Certifications must be submitted within
30 days of your annual meeting. | |
| Interim Corporate Governance Affirmation | 801(c) | Submit within five business days after any triggering event specified on the interim affirmation form. | |
| Listing of Additional Shares Application and Supporting Documentation | 301-331 | At least two weeks prior to intended share issuance date. | |
| Allotment of Subscription Rights | 340 | Promptly (following effective date of the 1933 Act Registration Statement). | |
| Cancellation Notice | 350 |
When determination is made to cancel the listing authority.
| |
| Press Releases on Material Corporate Developments |
401, 402, 623, 920(a), 922, 923 | Immediately. Call the Market Watch Group at 877.NYX.ALRT (+1 877 699 2578 or +1
212 656 5414) and email a copy of the press release to
[email protected]. | |
| Dividend Notification | 502, 503, 504 | At least ten days in advance of record date is required. Notice must be emailed
promptly to
[email protected]. | |
| Change in Accountants | 603 | Promptly (prior to filing Form 8-K). | |
| Defaults | 604 | Immediately. | |
| Annual Report (1934 Act) | 610, 611, 701 | When distributed to shareholders. | X |
| Quarterly Reports and Other Mailings | 623 | When mailed to shareholders. | |
| Proxy Statement, Forms of Proxy and Other Soliciting Materials (1934 Act) | 701 |
3 copies must be provided to the Exchange when distributed to
shareholders (at least 20 days in advance of the shareholders'
meeting), unless otherwise filed electronically with the SEC.
| X |
| Establishment of Record Date for a Dividend or Annual / Special Shareholder Meeting. | 703 | At least ten days in advance of record date is required. Notice must be emailed
promptly to
[email protected]. | |
| Shareholders’ Meeting Notification | 701, 703 | At least ten days in advance of shareholders’ meeting is required. Notice must
be emailed promptly to
[email protected]. | |
| Preclusion of Annual Meeting | 704 | Promptly; see above. | |
| Non-Compliance with Corporate Governance Listing Standards | 810(b) | Promptly. | |
| Change in Form or Nature of Securities | 920(a) | At least 10 days advance notice of the change is required. Notice must be
emailed promptly to
[email protected]. | |
| Change in General Character of Business | 920(b) | Promptly. | |
| Change in Officers and Directors | 921 | Promptly. | |
| Material Disposition of Property or Stock | 922 | Promptly. | |
| Change in Collateral | 923 | Promptly. | |
| Deposit of Stock | 924 | Promptly. | |
| Knowledge of Actual or Proposed Deposit of Stock | 924 | Immediately. | |
| Change of Name | 930 | At least 10 days advance notice of the proposed filing date of the charter
amendment; and immediately upon filing the charter amendment. Notice must be
emailed promptly to
[email protected]. | |
| Change in Par Value | 940 | At least 10 days advance notice of the proposed filing date of the charter
amendment; and immediately upon filing the charter amendment. Notice should be
emailed to
[email protected]. |
Listing Additional Shares
EFFECTIVE APRIL 1, 2019
For a NYSE American issuer to issue additional shares or effective certain other corporate changes, it must seek NYSE authorization and file an Additional Listing Application. NYSE American Additional Listing Applications can be submitted electronically through Listing Manager, the NYSE’s fully integrated web application. Additional information about Listing Manager such as FAQs and training videos can be found here. If you have questions or concerns about Listing Manager, please contact us at [email protected] or +1 212 656 4651.
If unable to make the submission through Listing Manager, as an alternative, the NYSE American Additional Listing Application provided below may be submitted via email to the Continued Listing Analyst assigned to the Issuer. Questions relating to Additional Listing Applications, Analyst assignments, or NYSE American shareholder approval rules may be directed to +1 212 656 5846.
The below NYSE American Additional Listing Application form is interactive. The form must be saved to a local desktop drive before the work completed within the forms can be saved.
Please also refer to the appendices to the Additional Listing Application, some of which could be required to be submitted with an Additional Listing Application:
There are four basic steps in the additional listing process:
- 1A company decides to issue additional shares of a listed security.
- The company submits an Additional Listing Application —signed by an officer—along with supporting documentation and exhibits to the assigned corporate compliance analyst via email. Please call +1 212 656 5846 if the assigned corporate compliance analyst is not known.
- NYSE American reviews and, if necessary, comments on the Additional Listing Application. Please allow one to two weeks to complete the approval process.
- NYSE American approves the Additional Listing Application.
Some transactions require the company to file an additional or substitution listing application, including:
- Private Placement
- Acquisition/Merger
- Secondary Public Offering
- Exchange Offer
- Debt Restructuring
- Stock Split
- Stock Option Plan
- Reverse Stock Split
- Re-Incorporation
- Reorganization
- Change in Par Value
Visit the Listing section of the NYSE website to find resources for companies seeking to list, including company manuals, listing standards, and listing fees.
The Aggregation Test
To meet stockholder approval requirements (for example, Section 712 and 713 of the NYSE American Company Guide), NYSE American staff may aggregate two or more transactions when they constitute one larger transaction. Each aggregation scenario will undergo an individual "facts and circumstances" analysis, during which the following factors are considered:
- Use of proceeds: Will the funds raised be used for the same or a related purpose, or will the funds raised in one transaction finance the other?
- Timing: Was one transaction contemplated within close proximity, or even at the time of the other? *Please note that there is no "safe harbor." Generally, absent compelling factors, transactions that take place more than six months apart from each other will not be aggregated.
- Commonality of investors: Is there a substantial overlap between the investors or other participants in the transactions?
- Contingencies: Is one or more of the transactions contingent upon the completion of another of the transactions?
- Single plan of financing: Do the transactions constitute a single plan of financing?
For questions regarding the listing of additional shares on the NYSE American, please call +1 212 656 5846
Forms
Section 810 Forms
Effective April 1, 2019
The NYSE American Section 810 Corporate Governance Affirmations can be submitted electronically through Listing Manager, the NYSE’s fully integrated web application. Additional information about Listing Manager such as FAQs and training videos can be found here. If you have questions or concerns about Listing Manager, please contact us at [email protected] or +1 212 656 4651.
If unable to make the submission through Listing Manager, as an alternative, the NYSE American Corporate Governance Affirmation provided below may be submitted via email to [email protected]. Questions relating to the corporate governance affirmations or NYSE American corporate governance standards may be directed to +1 212 656 4542.
The below NYSE American Corporate Governance Affirmations forms are interactive. The forms must be saved to a local desktop drive before the work completed within the forms can be saved.
Please refer to the 2.5.15 Corporate Governance: Certification Requirements for more information.
| Subject | Document |
|---|---|
CEO Certification | |
| Domestic | |
| Foreign Private Issuers | |
Open- and Closed-End Funds | |
| Special Entities |
Rules
As a registered securities exchange, NYSE American is subject to the regulatory oversight of the SEC and all rules and amendments must be filed with and approved by the SEC pursuant to Section 19(b) of the Securities and Exchange Act of 1934 and Rule 19b-4 thereunder.
Rule Filings
All outstanding proposed rule changes, called 19b-4 filings, filed by NYSE American with the SEC. 19b-4 filings relate to proposed changes to the NYSE American Rules and federal securities laws.
Disciplinary Actions
Disciplinary Actions stem from a variety of sources that include internal referrals, investor complaints, examinations of member organizations, and referrals from the SEC.
Rules
As a registered securities exchange, NYSE American is subject to the regulatory oversight of the SEC and all rules and amendments must be filed with and approved by the SEC pursuant to Section 19(b) of the Securities and Exchange Act of 1934 and Rule 19b-4 thereunder.
Rule Filings
All outstanding proposed rule changes, called 19b-4 filings, filed by NYSE American with the SEC. 19b-4 filings relate to proposed changes to the NYSE American Rules and federal securities laws.
Disciplinary Actions
Disciplinary Actions stem from a variety of sources that include internal referrals, investor complaints, examinations of member organizations, and referrals from the SEC.
Guidance and Rule Interpretations
NYSE American periodically issues interpretive guidance related to SEC and exchange rules. This guidance includes Information Memoranda, Weekly Bulletins, Rule Adoption Notices, Rule Interpretations, Rule Changes, Education Bulletins, and Regulatory Bulletins.
Complaints and Inquiries
NYSE Regulation welcomes information from investors and others who believe that a member firm or individual broker may have violated securities rules and regulations. Inquiries can also be sent through this system.
Governing Documents, Related Information and NMS Plans
Guidance and Rule Interpretations
NYSE American periodically issues interpretive guidance related to SEC and exchange rules. This guidance includes Information Memoranda, Weekly Bulletins, Rule Adoption Notices, Rule Interpretations, Rule Changes, Education Bulletins, and Regulatory Bulletins.
Complaints and Inquiries
NYSE Regulation welcomes information from investors and others who believe that a member firm or individual broker may have violated securities rules and regulations. Inquiries can also be sent through this system.