FINRA Rule 6490 – Extra Hurdles For Reverse Merger Issuers

FINRA Rule, 6490, lately enacted in September 2010, requires issuers of equities and debt securities not listed on exchanges to offer well timed discover to FINRA of sure company actions. These company actions embrace identify adjustments, ahead inventory splits, reverse inventory splits, distributions of money or securities similar to dividends, inventory splits and different actions, and rights and subscription choices. The brand new rule codifies rule 10b-17 of the Securities Trade Act. The brand new rule will impression each SEC reporting and non-reporting issuers in the event that they enact company adjustments together with issuers who go public direct and conduct underwritten or direct public choices and people who pursue reverse mergers with public shells. Complying with this standards is commonly an sudden authorized and compliance price for a lot of issuers not acquainted with the rule. Failure to conform may result in suspension of providers from Depository Belief Firm (“DTC”) leading to a world lock or DTC chill.

Finra Evaluation

Rule 6490 requires issuers to finish and file a doc with FINRA at the very least 10 enterprise days previous to the document date of the company motion. FINRA approval should be obtained previous to the company motion turning into efficient. As well as, FINRA could request further paperwork, conduct detailed and selective critiques of the issuer submissions and trigger the issuer to delay the announcement of its company motion.


A FINRA evaluate will likely be triggered if any of the 5 components set forth in Rule 6490 are regarded as current:

• FINRA believes the kinds are incomplete, inaccurate or filed with out the suitable company authority;

• The issuer will not be present in its reporting obligations with the Securities and Trade Fee;

• Individuals concerned in or associated to the company motion are the topic of pending or settled regulatory motion or are below investigation by a regulatory physique or are the topic of a pending felony motion associated to fraud or securities regulation violations;

• Individuals associated to the company motion are doubtless concerned in fraudulent actions involving securities or could pose a risk to traders;

• There’s important uncertainty within the settlement and clearance course of for the issuer’s securities.

Issuers will likely be charged fines for failure to adjust to the foundations. A few of these fines embrace:

• Well timed Rule 10b-17 Notification 10 enterprise days earlier than the Motion – submitting payment $200

• Late submitting, however submitting at the very least 5 calendar days earlier than the Motion – $1,000

• Late submitting, however submitting at the very least 1 enterprise day earlier than the Motion – $2,000

• Submitting on or after the Motion date – $5,000.

After FINRA clearance of company actions below Rule 6490, issuers ought to count on a full evaluate by Depository Belief Firm (“DTC”) and to offer an opinion from their SEC lawyer as to the tradability of shares held in CEDE & Co. It’s throughout this evaluate that many reverse merger issuers discover themselves shedding DTC eligibility and topic to the DTC Chill listing.

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