Roles
| Role | Responsibility |
|---|---|
| General Counsel | Owner of the list. Final approver for additions and removals. |
| CFO | Co-reviewer for additions and removals; signs off where there is a finance-side trigger (M&A diligence, fundraising counterparty). |
| Engagement leads (CRO, BD, Procurement, etc.) | Trigger additions when a new MNPI-bearing engagement begins. |
| Compliance contact (CEO designee) | Day-to-day administration of the list and the pre-clearance queue. |
When a security is added
A security is added to the Restricted List when any of the following is true:- Neuroscale enters substantive discussions with a public company about a partnership, acquisition, investment, or strategic transaction.
- A customer engagement is signed or in active diligence where the customer is a public company and Neuroscale is likely to receive non-public financial, operational, or strategic information.
- Procurement begins material vendor diligence on a public target where MNPI may be received.
- Neuroscale receives MNPI through any other channel (e.g., a conference, an unsolicited disclosure, an inbound investor inquiry).
How a security is added
- The engagement lead emails legal@neuroscale.ai with: counterparty name, ticker symbol(s), affiliated tickers (parents, spinouts, listed subsidiaries), the trigger event, the expected duration, and a list of Neuroscale staff with MNPI exposure.
- The General Counsel records the entry in the Restricted List register with: ticker(s), counterparty name, addition date, trigger, expected duration, exposed-staff list, and the General Counsel’s initials.
- The Compliance contact propagates the addition into the Pre-Clearance Tooling so any Covered Person submitting a pre-clearance request for the listed ticker is auto-rejected with a “blackout” notice.
- Affected staff receive a one-line email confirmation: “
{{ticker}}is on the Restricted List effective{{date}}. You may not trade in this security or its options. Trades by you, your immediate family, or accounts you control are prohibited until further notice.”
Monitoring
- The Compliance contact reviews the Pre-Clearance queue at least daily during business days.
- Any pre-clearance request that would have been allowed but for a Restricted-List entry is logged and reported in the General Counsel’s monthly compliance summary.
- Quarterly, the General Counsel reconciles the Restricted List against the active deal list maintained by the CFO and the engagement leads, to catch entries that should have been removed.
How a security is removed
A security is removed when all of the following are true:- The triggering engagement has closed (deal signed and publicly announced, deal abandoned, customer engagement de-MNPI’d, etc.).
- The MNPI Neuroscale possessed has been publicly disclosed by the counterparty, has become stale, or has been confirmed never to have been MNPI on review.
- A cooling-off period of at least two full trading days has elapsed after the public disclosure (longer if specific facts warrant; shorter only with outside-counsel sign-off).
- The engagement lead emails legal@neuroscale.ai with the basis for removal and confirmation that no Neuroscale staff still holds MNPI on the counterparty.
- The General Counsel approves and records the removal date and basis in the register. The CFO co-signs for finance-trigger entries.
- The Compliance contact removes the ticker(s) from the Pre-Clearance Tooling.
- Affected staff receive a one-line email: “
{{ticker}}was removed from the Restricted List on{{date}}. Pre-clearance requirements under the Insider Trading Policy continue to apply.”
Records
The Restricted List register is retained as long as the Insider Trading Policy is in force, plus the period required by 17 C.F.R. §240.17a-4 / applicable statute of limitations, per the Records Retention Schedule. Each entry retains: ticker(s), counterparty, add date, remove date, trigger, exposed-staff list, the General Counsel’s approval, and the basis for removal.Confidentiality
The Restricted List is itself sensitive: a leak of which tickers Neuroscale is restricting is itself a leak of MNPI. The list is shared only with the General Counsel, CEO, CFO, and the Compliance contact. Engagement leads see only their own entries. Pre-clearance “blackout” responses do not state the basis.Cross-references
Version history
| Version | Date | Description | Author | Approved by |
|---|---|---|---|---|
| 1.0 | May 8, 2026 | Initial version | Cameron Wolfe | Ishan Jadhwani |