New Listing Requirements For Reverse Mergers Securities Lawyer 101- Go Public Blog On November 9, 2011, the U.S. Securities and Exchange Commission (the SEC) approved new rules proposed by the New York Stock Exchange (NYSE), NYSE Amex (Amex) and NASDAQ Stock Market (NASDAQ) that impose seasoning requirements for private operating companies that have become reporting companies under the Securities Exchange Act of 1934,Fake Oakley Sunglasses, as amended,Replica Oakley Sunglasses, as a result of a reverse merger with a public shell company (Reverse Merger).As noted in the SECs release announcing the new rules, the SEC has in recent months suspended or halted trading in more than 35 foreign issuers due to a lack of current and accurate information, many of which became public as a result of a Reverse Merger with a public shell company.The seasoning requirements are in addition to the general requirements applicable to issuers seeking to list their securities on a national securities exchange. Under the new rules, Reverse Merger issuers may only list their securities on the NYSE, NASDAQ or the NYSE Amex if the post Reverse Merger entity (the Combined Entity) has:f traded for at least one year in the U.S. OTC market, on another national securities exchange, or on a foreign exchange, following the filing of all required information about the Reverse Merger (typically a super Form 8-K), including audited financial statements for the combined entity;f timely filed all required reports since the time of the Reverse Merger, including at least one annual report, which must contain audited financial statements for a full fiscal year following the filing of all required information about the Reverse Merger companies;f maintained the requisite minimum stock price ($4.00 in the case of the NYSE and NASDAQ, and $3.00 for NYSE Amex) for a sustained period, and also for at least 30 of the 60 trading days immediately preceding both the submission of the initial listing application and the approval thereof by the relevant exchange.A Reverse Merger issuer is exempt from the new rules if:f it is listing in connection with a firm commitment underwritten public offering of at least $40 million; orf if the Combined Entity has filed at least four annual reports on Form 10-K with audited financial information after the one-year trading period.This memorandum is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. For more information concerning the rules and regulations affecting the use of Rule 144, Form 8K, FINRA Rule 6490, Rule 506 private placement offerings, Regulation A, Rule 504 offerings, Rule 144, SEC reporting requirements, SEC registration on Form S-1 and Form 10, Pink Sheet listing, OTCBB and OTC Markets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, go public direct transactions and direct public offerings.