Tax, Accounting and Startups

Arushi Bhandari is an MBA and a licensed CPA in the state of California. She has helped several Silicon Valley companies at different stages with their accounting and tax related issues. Her publications eBooks - STARTUP Financing, Equity and Tax and Introduction to Equity Compensation are available on Apple iBookstore, Amazon Kindle and Google Play. She maintains a public blog at www.startuptaxaccounting.com, and has guest blogged at different platforms such as The Startup Garage and Belmont Acquisitions.

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ISO Sales: How to Avoid Paying Tax Twice on the Same Income

🚨For anyone with employer stock options - The most common mistake on tax returns isn't a missed form. It's paying tax TWICE on the same income. 💸 💸 The cost basis rule for ISO sales depends entirely on which type of disposition you have. ✅ Qualifying disposition (held 2+ years from grant AND 1+ year from exercise): 🔹 Cost Basis = exercise price paid 🔹 Full gain above basis = long-term capital gain 🔹 No ordinary income at sale ⚠️Disqualifying disposition (sold within 2 years of grant OR within 1 year of exercise): 🔹 Bargain element at exercise (FMV − strike) becomes ordinary income on your W-2 🔹 Cost Basis = exercise price paid + ordinary income reported as wages 🔹Anything above that cost basis is gain and below is loss 🪤The trap most people fall into: 🔹 Form 1099-B shows only the exercise price as basis 🔹 IRS rules prohibit brokers from including the W-2 compensation piece 🔹 Without an adjustment, you'll pay tax twice - once as wages, again at capital-gain rates 🔧The fix: Form 8949, column (f), adjustment code "B" 📚Source: IRS Pub 525, Stock Options section, https://lnkd.in/gqx76kPB 🎯Before you sign your return: pull your broker's supplemental statement and reconcile the basis against your W-2. Most tax software gets it right — if you tell it the broker basis is wrong.

DISCLAIMER: The information provided is intended to educate the readers and a more definite answer should be based on a consultation with a lawyer or CPA. It should not be relied upon as legal advice because the information might be incomplete and answers could change depending upon circumstances and if all facts were known.

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Which equity award to tap for instant 💸 cash—your RSUs or stock options?

If you have vested RSUs (already taxed via sell-to-cover, held <1 year) and vested but unexercised ISOs (held <1 year) and need instant cash here is a side by side comparison of aspects which could help you decide which one to sell first. DISCLAIMER: The information provided is intended to educate the readers and a more definite answer should be based on a consultation with a lawyer or CPA. It should not be relied upon as legal advice because the information might be incomplete and answers could change depending upon circumstances and if all facts were known. For more information on: RSUs - https://lnkd.in/gbveMgix ISOs - https://lnkd.in/g6zGbtCt

DISCLAIMER: The information provided is intended to educate the readers and a more definite answer should be based on a consultation with a lawyer or CPA. It should not be relied upon as legal advice because the information might be incomplete and answers could change depending upon circumstances and if all facts were known.

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Managing a Reverse Stock Split Alongside an SEC Filing (10-K or 10-Q) 📊

In the middle of a reporting cycle, a reverse stock split can feel like a curve ball. Consolidating shares (e.g., 1-for-20) is a common strategy to meet listing requirements 📈, but from a reporting perspective, it can trigger a full restatement of prior-period share amounts including earnings per share (EPS). 📍 What is a reverse stock split? It reduces a company’s total number of outstanding shares to increase the per-share price. While the overall valuation remains unchanged, the reporting implications vary significantly depending on when the split becomes legally effective. The key question for finance teams: Do you need to retroactively restate EPS and share data for all prior periods? The answer hinges on timing, specifically, the Effective Date vs. the Issuance Date. Under U.S. GAAP, if the split is not legally effective until after the financial statements are issued, companies can often avoid retroactive restatement. The Rule: Retroactive restatement is generally required if the reverse stock split is effective on or before the date the financial statements are issued. This applies to both annual (10-K) and quarterly (10-Q) SEC filings. The Practical Playbook: 📍File the PRE 14C – Initiates the SEC review process. 📍File the DEF 14C – Once cleared, this starts a mandatory 20-calendar-day waiting period. 📍Use the buffer strategically – This 20-day window can work to your advantage. If you issue your 10-K or 10-Q during this period, the split is treated as a subsequent event, rather than triggering a retroactive restatement. By timing the filing of the Definitive Information Statement (DEF 14C) effectively, the required 20-day waiting period serves as a built-in buffer. Bottom line: As long as the financial statements are issued before the reverse stock split becomes legally effective, the event is treated as post-issuance and prior periods generally do not need to be restated.

DISCLAIMER: The information provided is intended to educate the readers and a more definite answer should be based on a consultation with a lawyer or CPA. It should not be relied upon as legal advice because the information might be incomplete and answers could change depending upon circumstances and if all facts were known.

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Understanding Key SEC Regulations

The table below provides a comprehensive comparison of the major SEC securities regulations - 

Securities Act of 1933 

Securities Exchange Act of 1934

SOX 404  

Regulation FD

Regulation S-X 

Regulation S-K

These regulations work together as an integrated system, with most public companies needing to comply with multiple regulations simultaneously. 

The 1933 and 1934 Acts form the backbone of US securities regulation, with the 1933 Act focusing on new offerings and the 1934 Act governing ongoing trading and disclosure.

SOX 404 and Regulation FD address specific issues that emerged over time - internal controls and selective disclosure, respectively. 

Regulations S-K and S-X work together to standardize what companies must disclose (S-K) and how financial information must be presented (S-X).  

DISCLAIMER: The information provided is intended to educate the readers and a more definite answer should be based on a consultation with a lawyer or CPA. It should not be relied upon as legal advice because the information might be incomplete and answers could change depending upon circumstances and if all facts were known.

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DWAC 🆚 DRS Transfers

🏦DWAC (Deposit/Withdrawal at Custodian) and 💻DRS (Direct Registration System) are both electronic methods used to transfer securities between a brokerage account and a company’s transfer agent, eliminating the need for physical certificates. While they share some similarities, they serve different purposes and involve distinct processes and requirements.

Similarities:

Settlement - Both methods utilize DTC’s FAST (Fast Automated Securities Transfer) system to facilitate efficient, electronic transfers, minimizing processing time and reducing the risk of lost or damaged certificates.

Fees - Both transfer types may incur fees, often set by the broker or clearing firm.

Eligibility - Shares must be free trading or eligible for restriction removal.

Differences - 🏦DWAC vs. 💻DRS

DISCLAIMER: The information provided is intended to educate the readers and a more definite answer should be based on a consultation with a lawyer or CPA. It should not be relied upon as legal advice because the information might be incomplete and answers could change depending upon circumstances and if all facts were known.

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Wall Street's Quarterly Ritual- Earnings Calls 📊

Behind every stock move 📈 and market headline lies Wall Street's most powerful quarterly ritual: 📢 the earnings process, which determines investor confidence and market trajectories with 🔄 clockwork precision each quarter. Publicly traded companies with December 31 fiscal year-ends typically hold quarterly earnings calls a few weeks after each quarter closes. These calls coincide with 🏛️ SEC requirements to file Form 10-Q under Section 13 or 15(d) of the Securities Exchange Act of 1934. Companies announce these calls in advance through press releases that include date/time, access instructions, and topics. During the calls, management presents financial performance summaries, explains significant trends, shares strategic insights, offers forward-looking statements, and hosts a Q&A session with analysts and investors.

For those tracking earnings activity across the market, MarketBeat’s earnings calendar (https://www.marketbeat.com/earnings/latest/) is one of the available resources. It shows all companies reporting earnings on a given day, offers navigation to past reports, and provides detailed company-level results including EPS and revenue versus consensus estimates. Before the earnings call begins, companies typically "furnish" their earnings release to the SEC using Form 8-K. The Form 8-K submission includes: 🔸 The full earnings press release 🔸 Key financial tables and metrics 🔸 Management's commentary on results 🔸 Any non-GAAP reconciliations required by Regulation G This furnishing process ensures the information is officially documented with the 🏛️ SEC before being discussed on the earnings call, helping to maintain fair disclosure to all investors under Item 2.02 of Form 8-K and Regulation FD, when a company publicly discloses material nonpublic information about its results of operations or financial condition for a completed quarterly or annual period. The earnings call or webcast should occur within 48 hours after the earnings release is issued to avoid the need for a second Form 8-K regarding the call itself. Following the earnings call, companies must file their comprehensive quarterly report (Form 10-Q) with the 🏛️ SEC, with the filing deadline determined by the filing status of the entity, specifically: Large Accelerated Filers must file within 40 calendar days after quarter end; Accelerated Filers must also file within 40 calendar days; and Non-Accelerated Filers must file within 45 calendar days. Companies only file three Form 10-Qs per year. The fourth quarter's results are included in the annual report Form 10-K.

DISCLAIMER: The information provided is intended to educate the readers and a more definite answer should be based on a consultation with a lawyer or CPA. It should not be relied upon as legal advice because the information might be incomplete and answers could change depending upon circumstances and if all facts were known.

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What is an📈 ESPP (Employee Stock Purchase Plan)

An ESPP (Employee Stock Purchase Plan) that qualifies under Sections 421 and 423 of the Internal Revenue Code (the “Code”) enables participating employees to purchase their employer’s stock at a discount from the fair market value through deductions from their paycheck.

Participation in the ESPP is voluntary. An employee can participate in the company’s ESPP by enrolling in the Stock Purchase Plan. During the enrollment period, employees can specify their contributions which generally range from 1-15%. Contributions are made through employees’ payroll withholding and the contribution amounts are determined by multiplying eligible compensation by the elected contribution percentage elected during the enrollment period.

KEY TERMS ASSOCIATED WITH ESPP:

Offering period: Most ESPP plans consist of an offering period, also called the purchase period. During this period, after-tax contributions are collected and accumulated through the end of the purchase period and used to buy employer’s stocks. For administrative purposes it is usually better for the company to purchase shares at the end of the period rather than purchasing it several times during the period. Prior to the start of the offering period, eligible employees must indicate if they are going to participate in the plan.

Employees remain enrolled for future offering periods until they withdraw from the ESPP or are no longer an employee.

Built-in-discount and Lookback provision: Most ESPP plans, depending upon the company’s discretion, have a built in discount which ranges from 10% to 15%. This creates an instant gain for all participants when they purchase stock.

The lookback provision is used to set the purchase price of the stock. It compares the share price at the beginning of the offering period to the closing price and uses the lower price to calculate the purchase price.

ESPP Contribution Limits: The IRS limits the purchase of stock in a tax-qualified Section 423 ESPP to $25,000 per calendar year.

Each ESPP plan is unique and its always best to consult plan documents for details since the eligibility for the ESPP and the specific terms and conditions of the plan can vary depending on the individual employee's situation and location. Investment in ESPP is similar to an investment in stocks so it suffers from stock market volatility.

About The Author

Arushi Bhandari is an MBA and a licensed CPA in the state of California. She has helped several Silicon Valley startups at different stages with their accounting, going public and tax related issues. Her publications eBooks - STARTUP Financing, Equity and Tax and Introduction to Equity Compensation are available on Apple iBookstore, Amazon Kindle and Google Play. She maintains a public blog at www.startuptaxaccounting.com and has guest blogged at different startup platforms such as The Startup Garage and Belmont Acquisitions.

DISCLAIMER: The information provided is intended to educate the readers and a more definite answer should be based on a consultation with a lawyer or CPA. It should not be relied upon as legal advice because the information might be incomplete and answers could change depending upon circumstances and if all facts were known.

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Financial Statements Staleness

There are four main financial statements:

Balance sheets;

Income statements;

Cash flow statements; and

Statements of shareholders’ equity.

Financial statements are considered stale when they are too old to be used in a filing such as a registration statement or periodic filings such as 10-K, 10-Q, proxy and others required by the US Securities and Exchange Commission (SEC). Per Regulation C, Rule 417, if the staleness date falls on a holiday or weekend, then the staleness date is extended to the next business day, see SEC Financial Reporting Manual . The age of financial statements is based on the effective date of the filing. The SEC Staff has a policy against commencing review of a filing if the financial statements are stale on the filing date.

The statelessness date for companies with December 31 as fiscal year end looking to do an Initial Public Offering (IPO), the year end financials become stale 135 days after year end. For example a company with December 31, 2022 as fiscal year end should make sure it is registered with the SEC by May 15th (134 days subsequent to December 31 is May 14th and since May 14th falls on a weekend the staleness date is extended to May 15th) - refer to "What is the 135 days rule ?" below.

For companies which are already public, the U.S. Securities and Exchange Commission has divided these into the following filing statuses based on their market cap and reporting history. These companies are subject to periodic reporting requirements and must file annual, quarterly and other current reports with the US Securities and Exchange Commission (SEC). The financial statement staleness dates of each vary based on their filing status.

Large accelerated filers

Accelerated filers

Non-accelerated filers

Smaller reporting companies

Reporting Entities and their filing status with the U.S. Securities and Exchange Commission

When does a company become a Reporting Entity: A company becomes a ‘Reporting Company’ when it has a class of securities registered with the

"What is the 135 days rule ?" Under the 135 day rule an auditor cannot give negative assurance for 135 days or more since the last balance sheet date for which the auditor has performed an audit or review.  Under the 135-day rule negative assurance is available up to and including the 134th day. Since the type of comfort that auditors would be willing to provide will be limited henceafter, it is important for companies  to pay particular attention to the financial reporting cycle and factor this in with the deal timeline. Most underwriters will often be unwilling to proceed with the deal if they do not receive negative assurance.

About The Author

Arushi Bhandari is an MBA and a licensed CPA in the state of California. She has helped several Silicon Valley startups at different stages with their accounting, going public and tax related issues. Her publications eBooks - STARTUP Financing, Equity and Tax and Introduction to Equity Compensation are available on Apple iBookstore, Amazon Kindle and Google Play. She maintains a public blog at www.startuptaxaccounting.com and has guest blogged at different startup platforms such as The Startup Garage and Belmont Acquisitions.

DISCLAIMER: The information provided is intended to educate the readers and a more definite answer should be based on a consultation with a lawyer or CPA. It should not be relied upon as legal advice because the information might be incomplete and answers could change depending upon circumstances and if all facts were known.

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What are Emerging Growth Companies and how is the cap on their annual gross revenue indexed to inflation?

Emerging Growth Companies (EGCs) are a new category of issuers created by the Jumpstart Our Business Startups (JOBS) Act.

To name a few exemptions EGCs are permitted:

to include less extensive narrative disclosure than required of other reporting companies, particularly in executive compensation

to provide audited financial statements for two fiscal years. Other reporting companies are required to provide audited financial statements for three fiscal years

not to provide an auditor attestation of internal control over financial reporting under Sarbanes-Oxley Act Section 404(b)

to defer complying with certain changes in accounting standards

One of the requirements for a company to continue as an EGC for the first five fiscal years after it completes an IPO is if it has "total annual gross revenues" of less than $1.235 billion during its most recently completed fiscal year. “Total annual gross revenues” means total revenues as presented on the statement of comprehensive income under U.S. GAAP (or IFRS as issued by the IASB, if used as the basis of reporting by a foreign private issuer).

The JOBS Act requires the SEC to make inflation adjustments every five years to the annual gross revenue amount used to determine EGC status, to reflect the changes in the Consumer Price Index for All Urban Consumers (“CPI-U”) published by the Bureau of Labor Statistics (“BLS”). The adjusted gross revenue threshold must be set to the nearest $1,000,000 during its most recently completed fiscal year. In 2017, the Commission increased the annual gross revenue amount from $1,000,000,000 to $1,070,000,000. On September 9, 2022, the SEC adopted amendments to Securities Act Rule 405 and Exchange Act Rule 12b-2 to reflect another inflation-adjusted annual gross revenue threshold from $1,070,000,000 to $1,235,000,000.

The new EGC gross revenue threshold amendments are determined by:

1. Determine the appropriate CPI-U for December of the calendar year preceding the year of adjustment

Example - When making the inflation adjustment for the EGC revenue threshold in 2022, use the CPI-U for December 2021, which was 278.802. Then use the CPI-U for December of 2011, the calendar year before the EGC definition was established by the JOBS Act, which was 225.672 (“2011 CPI-U”)

2. Calculate the cost-of-living adjustment or inflation factor - Divide the 2021 CPI-U ( 278.802) by the 2011 CPI-U ( 225.672) which will result in the inflation factor of 1.23543.

3. Calculate the inflation adjustment, multiply the initial EGC gross revenue threshold, $1,000,000,000, by the inflation factor 1.23543, the product of which would be $1,235,430,000.

The increase in EGC gross revenue threshold from the initial threshold of $1 billion would be $235,430,000 rounded to $235,000,000 under the statutory rounding convention.

4. Add the rounded increase of $235,000,000 to the initial EGC revenue threshold of $1,000,000,000 which yields an inflation adjusted EGC revenue threshold of $1.235billion

The above methodology is consistent with the methodology the Commission used in 2017 when the first increase to reflect an inflation-adjusted annual gross revenue threshold was administered.

Sources :

Final Rules Inflation Adjustments under Titles I and III of the JOBS Act

INFLATION ADJUSTMENTS AND OTHER TECHNICAL AMENDMENTS UNDER Titles I and III of the JOBS Act

SEC Adopts JOBS Act Inflation Adjustments

Emerging Growth Companies

About The Author

Arushi Bhandari is an MBA and a licensed CPA in the state of California. She has helped several companies at different stages with their accounting and tax related issues. Her publications eBooks - STARTUP Financing, Equity and Tax and Introduction to Equity Compensation are available on Apple iBookstore, Amazon Kindle and Google Play. She maintains a public blog at www.startuptaxaccounting.com and has guest blogged at different startup platforms such as The Startup Garage and Belmont Acquisitions.

DISCLAIMER: The information provided is intended to educate the readers and a more definite answer should be based on a consultation with a lawyer or CPA.It should not be relied upon as legal advice because the information might be incomplete and answers could change depending upon circumstances and if all facts were known.

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What is a Wells Notice? 📩 What is a Wells Notice? A Wells Notice is generally a letter from the SEC's Division of Enforcement issued to organizations or individuals when it is planning to take action against them. Receipt of a Wells notice generally means that the SEC, after finishing an investigation, has discovered evidence of possible violations of securities laws. Common violations that may lead to SEC investigations include: 🔻 Misrepresentation or omission of important information about securities  🔻 Manipulating the market prices of securities  🔻 Stealing customers' funds or securities  🔻 Violating broker-dealers' responsibility to treat customers fairly  🔻 Insider trading (violating a trust relationship by trading on material, non-public information about a security)  🔻 Selling unregistered securities. Source - How Investigations Work

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If your company files a 📕 registration statement with the U.S. Securities and Exchange Commission can it offer its securities for sale?

If your company files a 📕 registration statement with the U.S. Securities and Exchange Commission can it offer its securities for sale? If a company files a registration statement with the SEC, the company may not sell the securities covered by the registration statement until the SEC staff declares the registration statement "effective." Registration statements under the Securities Act must be filed using the SEC’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) system and only become effective once the company has responded to all outstanding SEC comments to the satisfaction of the SEC. The Division of Corporation Finance gives public notice on the SEC’s EDGAR system that the registration statement is effective. Once declared effective, the company becomes subject to Exchange Act reporting requirements.

For more information, visit the links below from U.S. Securities and Exchange Commission website:

Filing a Registration Statement

Filing Review Process

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Listing vs. Annual Fees for NYSE and NASDAQ

Both NYSE and NASDAQ are publicly traded corporations subject to the standard filing requirements laid out by the Securities and Exchange Commission (SEC). Both major exchanges charge an initial listing fee as well as ongoing annual fees. NYSE : 💡 Listing fees for the first time issuer listing a class of common shares charged at a flat rate of $295,000 which includes $25,000 initial application fee and are charged at a flat rate of $5,000 when an issuer lists an additional class of common share. 💡 Annual fees are $80,000 minimum for primary class of common shares only; $0.001215 per share as of January 1, 2023. NASDAQ has three market tiers: ▪ Nasdaq Capital Market® ▪ Nasdaq Global Market® and ▪ Nasdaq Global Select Market® The NASDAQ Global Market and NASDAQ Global Select Market have the same listing and annual fees. Nasdaq Global Market and Nasdaq Global Select Market 💡 Listing fees - $270,000 flat fee which includes $25,000 application fee 💡 Annual fees - between $50,000 - $173,500 based on total shares outstanding Nasdaq Capital Market: 💡 Listing fees - If shares outstanding are: ▶ up to 15M, $50,000, which includes $5,000 application fee ▶ over 15M, $75,000, including $5,000 application fee 💡 Annual fees - between $47,000 - $84,000 based on total shares outstanding Sources: 📚 NASDAQ Initial Listing Guide https://lnkd.in/gKjN43TV 📚 NYSE Listing Company Manual https://lnkd.in/ga-UMqfu

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SEC Adopts Rules on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure by Public Companies - The SEC’s interest in cyber attacks is due to the increase in the corporate hacks in recent years like the 2020’s Solar Winds cyber attack. New Item 1.05 Form 8-K will be due 4 business days after determination that a material cybersecurity incident has occurred. The disclosure may be delayed if the United States Attorney General determines that immediate disclosure would pose a substantial risk to national security or public safety and notifies the Commission of such determination in writing. The Form 8-K disclosures will be due beginning the later of 90 days after the date of publication in the Federal Register or December 18, 2023 whichever is later. Smaller reporting companies will have an additional 180 days before they must begin providing the Form 8-K disclosure. New Item 106 added to Regulation S-K which will require registrants to provide a description of - the processes to identity and manage material risks from cybersecurity threats, - board of directors and management's role and expertise in assessing and managing risks and - the material effects or reasonably likely material effects of risks from cybersecurity threats and previous cybersecurity incidents. Companies will be required to make these disclosures on their annual reports on Form 10-K for fiscal years ending on or after December 15, 2023. For further details visit, https://lnkd.in/e6RZreiJ 

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Three main alternatives for a company looking to go public - Traditional IPO, SPAC and Direct Listing

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What causes a company to be delisted from a stock exchange?

“Delisting” is the process where a company's stock that was previously listed on a stock exchange such as NYSE and NASDAQ is removed from it either voluntarily or involuntarily. An example of a voluntary decision would be a company's decision to go private. Involuntary would include bankruptcy, dissolution or if a company is delinquent in paying applicable stock exchange fees.

When a company is listed on a stock exchange it needs to meet the exchange's requirements which vary from one exchange to another. For example - The Nasdaq stock market has 3 tiers -

The Nasdaq Global Select Market®,

The Nasdaq Global Market® and

The Nasdaq Capital Market®.

The financial and liquidity requirements for The Nasdaq Global Select Market® are more stringent than The Nasdaq Global Market®. The listing requirements for both The Nasdaq Global Select Market® and The Nasdaq Global Market® are more stringent than those for The Nasdaq Capital Market®. Corporate governance requirements (Listing Rule 5600 Series) are the same across all Nasdaq market tiers.

Per Nasdaq's Continued Listing Standards for companies trading on either The Nasdaq Global Select Market® or The Nasdaq Global Market® must meet all of the criteria for one of the 3 standards - Equity, Market Value or Total Assets/Total Revenue.

If the company does not meet all the requirements say under the Equity Standard Nasdaq's Listing Rule 5450(a) where the minimum bid price of the company's company stock was below $1.00/share and Nasdaq's Listing Rule 5450(b), where the market value of listed securities (the "MVLS") for the Company's common stock had been below the minimum MVLS requirement of $5,000,000 for 30 consecutive trading days (the "MVLS Requirement"), the company would receive a notice of noncompliance that would indicate the company has 180 days from the notice date to regain compliance with the respective listing requirement. If the company feels it will be unable to meet the  listing requirements under the Equity Standard on either The Nasdaq Global Select Market® or The Nasdaq Global Market®, it can make a request to transfer to The Nasdaq Capital Market® by submitting a transfer application.To qualify, the Company would be required to meet the continued listing requirements for The Nasdaq Capital Market®. If the Company does not regain compliance or transfer to The Nasdaq Capital Market® by the end of the 180 day period, there are chances of the company's stock being delisted.

For further information related to listing requirements related to NASDAQ and NYSE:

NASDAQ Continued Listing Guide

NYSE MKT CONTINUED LISTING STANDARDS

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Twitter becomes a private company

Twitter becomes a private company upon the close of the merger with X Holdings II, Inc., a wholly owned subsidiary of X Holdings I, Inc., wholly owned by Elon R. Musk and files Form 25 with the The U.S. Securities and Exchange Commission (SEC). The New York Stock Exchange notifies SEC of its intention to delist Twitter on November 8th, 2022 pursuant to the provisions of Rule 12d2-2. 

https://www.sec.gov/Archives/edgar/data/876661/000087666122000890/xslF25X02/primary_doc.xml

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What is a stock halt and how is it different from a trading suspension?

A stock halt or trading halt happens when a stock exchange stops allowing investors to trade shares for a period of time. A stock halt can be regulatory or non-regulatory and is not necessarily indicative of issues with a company. It can simply indicate that the business is about to release important news. It is different from trading suspensions as these are generally used when the SEC has serious concerns about the availability of information about the company, the accuracy of the information in its public reports, or potential market manipulation.

https://www.forbes.com/sites/qai/2022/11/19/halted-stockswhy-the-sec-and-stock-exchanges-pause-trading/?sh=7310e1cf7bec