The issuer is required to file reports under Section 13 or 15(d) of the Exchange Act and has not filed all required reports in the preceding 12 months (or shorter period it was required to file reports), other than a report on Form 8-K required solely under Items 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a), or 5.02(e). If the issuer has used Rule 12b-25(b) (a provision providing an extension of the deadline for certain reports provided the issuer makes a notice filing with the SEC and meets certain other conditions) during the preceding 12 months, to avoid being considered an ineligible issuer it must have filed the relevant report by the extended deadline. Note that a different standard applies to asset-backed issuers under this prong of the definition of ineligible issuer (see Rule 405, Securities Act).

The issuer is, or during the past three years the issuer or any of its predecessors was:

The issuer is a limited partnership that is offering securities other than through a firm commitment underwriting.

The issuer has in the past three years filed for or been the subject of a federal bankruptcy petition or state insolvency proceeding.

The issuer, or any entity that at the time was a subsidiary of the issuer, was convicted of any felony or misdemeanor under Section 15(b)(4)(B) of the Exchange Act (bribery, perjury, fraud or embezzlement) in the past three years.

The issuer, or any entity that at the time was a subsidiary of the issuer, was the subject of any judicial or administrative decree or order relating to violations of the anti-fraud provisions of the federal securities laws within the past three years.

The issuer has filed a registration statement that is or has been the subject of any refusal order or stop order under the Securities Act within the past three years.

The issuer is the subject of any pending proceeding under Section 8A of the Securities Act in connection with an offering.