Item 8.01 Other Events.
On February 3, 2023, the Company entered into an agreement with third parties to
begin analyzing short selling in the Company's securities.
The SEC adopted the "Naked" Short Selling Antifraud Rule to address fails to
deliver on securities that have been associated with naked short selling. The
rule further addresses the liability of short sellers, including broker-dealers
acting for their own accounts, who deceive specified persons about their
intention or ability to deliver securities in time for settlement (including
persons that deceive their broker-dealer about their locate source or ownership
of shares) and that fail to deliver securities by settlement date.
As defined in Rule 203(c)(6) of Regulation SHO, a "threshold security" is any
equity security of any issuer that is registered under Section 12 of the
Exchange Act, or that is required to file reports under Section 15(d) of the
Exchange Act (commonly referred to as reporting securities), where for five
consecutive settlement days:
1. There are aggregate fails to deliver at a registered clearing agency of
10,000 shares or more per security;
2. The level of fails is equal to at least one-half of one percent of the
issuer's total shares outstanding; and
3. The security is included on a list published by a self-regulatory
organization (SRO).
In September 2021 and again in recent weeks, the Company's shares have been
reported under Regulation SHO Threshold Security List for several days. The
Company has also taken steps to establish an oversight team and engage legal
counsel to address concerns related to excessive short selling of the Company's
shares.
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