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 Listing Council Decision 2024-3
Identification Number 1940

Filing Delinquency

Rule 5250(c)(1): A Company shall timely file all required periodic financial reports with the Commission through the EDGAR System. Rule 5820(d)(4): In the case of a Company that fails to file a periodic report, the Listing Council may grant an exception for a period not to exceed 360 days from the due date of the first such late periodic report.

Issue:  At issue is whether the Listing Council has discretion to allow a company to remain listed notwithstanding that it has been and remains delinquent in filing its periodic financial reports beyond the end of the 360-day exception period.

Determination:  Affirm the decision of the Panel to delist the Company.

The Company had been delinquent in filing multiple periodic financial reports following an Audit Committee investigation into unauthorized side agreements that caused errors in revenue recognition and key performance indicators, necessitating a multi-year restatement. The Panel granted the Company the full 360-day exception period. When the Company failed to file its delinquent reports within that period, the Panel delisted the Company. On appeal, the Company highlighted extensive remediation efforts — including management overhaul, enhanced internal controls, and third-party accounting assistance — and projected filing by year-end, requesting continued listing pending completion of the restatement.

Staff argued the Listing Council had no authority to grant additional time, as Rule 5820(d)(4) expressly limits the Listing Council’s discretion to the same 360-day period already provided to the Panel, and the Company had received and exhausted that full period. Staff asserted that the Company’s diligence in remediating the underlying issues was not relevant to the Listing Council’s legal authority.

The Listing Council affirmed the Panel’s decision. Rule 5820(d)(4) provides the outer boundary of the Listing Council’s discretion to grant exceptions in periodic filing cases, co-extensive with the 360-day period available to the Panel under Rule 5815(c)(1)(F). As the Company had already received the full exception period, the Listing Council had no legal authority to grant further time, however sympathetic it was to the Company’s situation.

Publication Date*: 7/13/2026 Mailto Link Identification Number: 1940
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