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Frequently Asked Questions
Does Nasdaq require companies to sign a Listing Agreement, and where is it located on the website?
Identification Number
404
Nasdaq requires each company to sign a Listing Agreement prior to listing on Nasdaq. Listing Agreements may be completed electronically through the Listing Center along with your application.
 
Publication Date*: 7/31/2012 Identification Number: 404 Mailto Link
Frequently Asked Questions
How do I create a new Corporate Governance Certification Form or Listing Agreement?  
Identification Number
62
For companies applying to list on Nasdaq, there are two ways to create a Corporate Governance Certification or a Listing Agreement.
  • From within the application, select one of the blue + buttons at the top of the page. When selected, one button will generate a new Corporate Governance Certification and the other button will generate a new Listing Agreement.
  • From the My Queue Page, select one of the blue + buttons that appears next to the Application Record. When selected, one button will generate a new Corporate Governance Certification and the other button will generate a new Listing Agreement.
For companies already listed on Nasdaq, log in to the Listing Center and complete a Company Event Notification Form. From within this form, select the check box for “Section 6. Event Requiring an Updated Corporate Governance Certification or Listing Agreement” and follow the instructions to generate a new Corporate Governance Certification or Listing Agreement.
 
Publication Date*: 5/23/2013 Identification Number: 62 Mailto Link
Frequently Asked Questions
Can I update my Certification and Listing Agreement after it has been submitted?  
Identification Number
63
Yes. Once the Certification or Listing Agreement is submitted, you can update one or both of these forms. There are two ways to update a Certification or Listing Agreement:
  • From within the application, at the top of the page you will see two links, when selected, one link will go to the latest version of the Corporate Governance Certification and the other link will go to the latest version of the Listing Agreement.
  • From the My Queue Page, select the > sign next to the Application. This will display the Certification and Listing Agreement records associated with the application. To update one or both of these forms, double click on the form type you would like to update.
Note that while the Listing Agreement and Certification form may be updated once they are submitted, Listing Applications cannot be updated through the Listing Center once they are submitted. If you need to update an application, you must contact your Listing Analyst.
 
Publication Date*: 7/31/2012 Identification Number: 63 Mailto Link
Frequently Asked Questions
Who may sign the Corporate Governance Certification and Listing Agreement?  
Identification Number
64
The Certification and Listing Agreement can be signed by any person legally authorized by the company to provide such information to Nasdaq on the company's behalf.
 
Publication Date*: 8/30/2013 Identification Number: 64 Mailto Link
Frequently Asked Questions
Are listed companies required to submit a certification of compliance with Nasdaq's corporate governance rules?  
Identification Number
400
Yes. As part of initial application process, each company completes a Corporate Governance Certification Form and submits this form along with its Listing Application. The form certifies the company's compliance with Nasdaq's requirements relating to the audit committee, the director nominating process, the determination of officer compensation, board composition, executive sessions, quorum and code of conduct. This form can be completed electronically after logging in to the Listing Center.
 
Once listed, companies do not need to submit annual certifications, but must update the form if a change in the company's status results in the prior certification no longer being accurate.  For example, if a company indicated on its certification that it was not subject to a requirement because it was a controlled company, that company must submit a new form if it ceases to be a controlled company. Similarly, a Foreign Private Issuer that relied on an exemption in its certification would have to file a new certification if the company ceased to be a Foreign Private Issuer. To submit an updated Certification Form once the Company is already listed, log in to the Listing Center and complete a Company Event Notification Form.
 
Publication Date*: 5/23/2013 Identification Number: 400 Mailto Link
Frequently Asked Questions
Who should execute and submit a Dual Listing Agreement?  
Identification Number
67
A Dual Listing Agreement should be executed and submitted by issuers currently listed on a registered, national securities exchange ("Other Exchange") seeking initial listing on the Nasdaq Stock Market without having their securities designated as Nasdaq® national market securities within the meaning of Section 11A of the Securities Exchange Act of 1934 or the rules thereunder. Additionally, this Agreement should be executed and submitted by any issuer that has previously submitted a Dual Listing Agreement if such issuer is changing its name.
 
Publication Date*: 7/31/2012 Identification Number: 67 Mailto Link
Frequently Asked Questions
Does Corporate Data Operations have to be notified about a dividend if notice of the dividend announcement is provided to MarketWatch through the Electronic Disclosure Submission System?  
Identification Number
8
Yes. A company must notify Nasdaq Corporate Data Operations no later than 10 calendar days prior to the record date of such action. The company should use the Dividend/Distribution/Interest Payment Form, which may be submitted electronically through the Listing Center. This notification should be provided as soon as possible after declaration and in any event, no later than simultaneously with the public notice. Failure to notify Nasdaq of dividend actions or stock distributions may result in the issuance of a deficiency notification.
 
The company must also provide public notice of a dividend action or stock distribution using a Regulation FD compliant method. Appropriate notification of the public disclosure must also be provided to Nasdaq MarketWatch though the Electronic Disclosure Submission System.
  
Publication Date*: 12/12/2012 Identification Number: 8 Mailto Link
Frequently Asked Questions
When must a company report the declaration of a cash dividend or non-cash distribution?    
Identification Number
6
Notice of the declaration of a dividend or distribution must be received at least ten calendar days prior to the record date and simultaneously with the public notice in order to be in compliance with Listing Rule 5250(e)(6) and Rule 10b-17 of the Securities and Exchange Act of 1934.
 
Publication Date*: 7/31/2012 Identification Number: 6 Mailto Link
Frequently Asked Questions
How does a company report a cash dividend or non-cash distribution?    
Identification Number
7
To report a dividend or distribution, a company should complete the Dividend/Distribution/Interest Payment Form, which may be submitted electronically through the Listing Center.  Please contact Corporate Data Operations Staff directly at dividends@nasdaq.com, +1 203 926 3501 or +1 877 308 0523 with any questions.  
   
The company must also provide public notice of a dividend action or stock distribution using a Regulation FD compliant method. Appropriate notification of the public disclosure must also be provided to Nasdaq MarketWatch through the Electronic Disclosure Submission System.
   
Publication Date*: 12/12/2012 Identification Number: 7 Mailto Link
Frequently Asked Questions
When is a company required to submit a Dividend/Distribution/Interest Payment Form?
Identification Number
1059

Pursuant to Listing Rule 5250(e)(6) and SEC Rule 10b-17, the issuer of any class of securities listed on the Nasdaq Stock Market must notify Nasdaq no later than ten calendar days prior to the record date of a cash or non-cash dividend or other distribution.

The issuer must also provide public disclosure of the dividend action using a Regulation FD compliant method. Notice to Nasdaq should be given as soon as possible after declaration, and, in any event, no later than simultaneously with the public disclosure. Please note that appropriate notification of the public disclosure of material changes in dividends and other distributions must also be provided to Nasdaq MarketWatch through the Electronic Disclosure Submission System.

Publication Date*: 12/12/2012 Identification Number: 1059 Mailto Link
Frequently Asked Questions
How does Nasdaq use the information provided in a Dividend/Distribution/Interest Payment Form?
Identification Number
1104

Nasdaq will use the information in this Notification to determine an ex-dividend date for the distribution, which is the date on which the security will start trading without the right to receive the dividend or distribution. The information provided in this Notification is subject to immediate public disclosure and, upon receipt; Nasdaq will notify market participants about the dividend and the ex-dividend date. Please keep this in mind if public notice of the dividend has not otherwise occurred.

Nasdaq will provide an email confirmation of the ex-dividend date ruling with respect to this Notification. Please call Nasdaq’s Corporate Data Operations Staff directly at +1 203 926 3501 or +1 877 308 0523 with any questions.

Publication Date*: 12/12/2012 Identification Number: 1104 Mailto Link
Frequently Asked Questions
Are companies that list American Depositary Receipts on Nasdaq required to report the declaration of a dividend?    
Identification Number
9
Yes. Nasdaq's rules require that the listed company provide notice to Nasdaq and the public of a dividend action or stock distribution. These notifications are the responsibility of the listed company. The company can designate its Depositary Bank to complete the appropriate Nasdaq form if so desired and Nasdaq will accept the form from the bank on behalf of the issuer. However, any failure to comply with Nasdaq's requirements remains the responsibility of the company.
 
The company (or its designee) should use the Dividend/Distribution/Interest Payment Form online in the Listing Center to report the transaction. When reporting a cash dividend for an ADR, the information provided in the "amount" field should be the amount to be distributed to ADR holders. The company should include in this field not only the net amount of the distribution but also the gross amount and any tax and fee information.
 
This notification should be provided to Nasdaq Corporate Data Operations as soon as possible after declaration, but in any event, no later than simultaneously with the public disclosure described below. Notice must be provided at least ten calendar days prior to the record date.
 
The company must also provide public notice of a dividend action or stock distribution using a Regulation FD compliant method. Appropriate notification of the public disclosure must also be provided to Nasdaq MarketWatch though the Electronic Disclosure Submission System.
 
Publication Date*: 7/31/2012 Identification Number: 9 Mailto Link
Frequently Asked Questions
Who can I contact if I have questions about Nasdaq’s listing standards or forms that listed companies are required to submit?
Identification Number
1142
For questions on listing requirements, including corporate governance requirements, and forms for listed companies, please contact Nasdaq’s Listing Qualifications Department, which is responsible for monitoring companies for compliance with the initial and continued listing requirements.
 
Representatives of listed companies can also log into the Listing Center to get contact information for their dedicated continued listing analyst.
 
Publication Date*: 1/26/2016 Identification Number: 1142 Mailto Link
Frequently Asked Questions
Can I view a Listing Application or notification form without logging in to the Listing Center?  
Identification Number
41
Yes. You can view and print forms using our "preview" mode. These preview forms were created to help you gather all the information needed to complete your form. You will, however, need to log in or create a new user account in order to submit a form.
 
Publication Date*: 7/31/2012 Identification Number: 41 Mailto Link
Frequently Asked Questions
Can a company proceed with the submission of a listing application even if not all of the information requested in the application is available at the time?  
Identification Number
335
If a company does not have all the necessary information currently available, it may submit a substantially completed application provided that the remaining information follows in a timely manner.
 
Publication Date*: 7/31/2012 Identification Number: 335 Mailto Link
Frequently Asked Questions
When should a company complete a Company Event Form?
Identification Number
1086

Companies should use the Company Event Notification form to:

  • Request name and/or symbol change
  • Report changes in place of incorporation, security title and/or par value
  • Provide notification of reverse stock split
  • Update Corporate Governance Certification and/or Listing Agreement
  • Report other types of substitution listing events, including listing a new class of securities in substitution for a previously listed class, forming a holding company that replaces a listed company, or effecting technical share for share exchanges.

To see a preview of this form, click here. The Company Event Notification form replaces both the Substitution Listing Event and Change in Company Record Forms.

Publication Date*: 8/9/2013 Identification Number: 1086 Mailto Link
Frequently Asked Questions
What types of changes to a company's record require notification to Nasdaq and is there a fee associated with this notification?    
Identification Number
15
All companies listed on the Nasdaq Stock Market are required to log in to the Listing Center and file the Company Event Notification when any of the following occur:
  • Change in the company's name;
  • Change in the par value or title of the company's securities; or
  • Voluntary change in the company's symbol.
All notifications are required to be filed with Nasdaq no later than ten calendar days after the change; however, Nasdaq recommends that the submission be made at least two business days prior to the change. Nasdaq assesses a $7,500 fee for each request for a change in the company's record. This fee can be paid by check or wire.
 
Please note that starting January 1, 2015, this fee does not apply to companies that participate in the All-Inclusive Annual Listing Fee program.
 
Publication Date*: 8/25/2014 Identification Number: 15 Mailto Link
Frequently Asked Questions
What information does Nasdaq require from a company that is changing its name, par value, or title of its securities?    
Identification Number
17
The company should log in to the Listing Center, complete the Company Event Notification, and submit the $7,500 record-keeping fee no later than 10 business days after the change; however, Nasdaq recommends that the submission be made no later than two business days prior to the requested change in the company's name. If the company is changing its name, it should also complete a new Listing Agreement, which can be completed as part of the Company Event Notification.
 
Please note that starting January 1, 2015, this fee does not apply to companies that participate in the All-Inclusive Annual Listing Fee program.
 
Publication Date*: 8/25/2014 Identification Number: 17 Mailto Link
Frequently Asked Questions
What corporate actions require a change in the CUSIP number?    
Identification Number
2
The CUSIP number is assigned to each issue and may need to be changed when there is a:
    • Change in company name;
    • Reorganization;
    • Merger;
    • Forward stock split, when payable upon surrender of certificates;
    • Reverse stock split; or
    • Emergence from bankruptcy.
The company should contact the CUSIP Service Bureau directly at +1 212 438 6565 for guidance regarding whether or not a new CUSIP number is needed and to secure the new number. Please note that the change in the CUSIP number is typically due to a corporate action. The company should review Continued Listing Guide regarding the submission of the applicable Notification, supporting documentation and fee payment necessary for the processing of the corporate action. The company should contact Corporate Data Operations at +1 203 926 3501, +1 877 308 0523 or via email at nasdaqreorgs@nasdaq.com if it has any questions regarding the notification process.
 
Publication Date*: 7/31/2012 Identification Number: 2 Mailto Link
Frequently Asked Questions
What type of event is considered to be a "Substitution Listing Event", and what are the notification and fee requirements associated with such an event?  
Identification Number
22
All companies listed on the Nasdaq Stock Market are required to log in to the Listing Center and file the Company Event Notification when the following events occur:
    • Reverse stock split;
    • Re-incorporation or a change in the company's place of organization;
    • The formation of a holding company that replaces a listed company;
    • Reclassification or exchange of a company's shares for another security;
    • The listing of a new class of securities in substitution for a previously-listed class of securities; or
    • Any technical change whereby the shareholders of the original company received a share-for-share interest in the new company without any change in their equity position or rights.
All notifications are required to be filed with Nasdaq 15 calendar days prior to the substitution listing event, with the exception of a re-incorporation or a change to a company's place of organization. For these events, the company shall notify Nasdaq as soon as practicable after the change.
 
Nasdaq assesses a $15,000 fee for each substitution listing event. This fee can be paid by check or wire. Please note that starting January 1, 2015, this fee does not apply to companies that participate in the All-Inclusive Annual Listing Fee program.
 
Please note that the Nasdaq Stock Market also requires notification when a company requests a change of its name, a change in the par value or title of its securities, or a voluntary change in its trading symbol. The company can report all of these changes using the Company Event Notification.
 
Publication Date*: 8/25/2014 Identification Number: 22 Mailto Link
Frequently Asked Questions
What information does Nasdaq require for a Reverse Stock Split?  
Identification Number
317
The company should log in to the Listing Center and complete the Company Event Notification at least 15 calendar days prior to the effective date. Please follow the instructions on the Notification regarding its submission and the payment of the $15,000 required fee. Please note that starting January 1, 2015, this fee does not apply to companies that participate in the All-Inclusive Annual Listing Fee program.
 
The submission should contain the following information as appropriate:
    • Whether the shareholders have approved the transaction;
    • The split ratio;
    • The new CUSIP number;
    • Confirmation from DTCC that the new CUSIP number has been made eligible in their systems; 
    • Total Shares Outstanding (TSO)/Par Value before and after the split;
    • Whether all legal filings have been completed with the appropriate state or non-U.S. agency;
    • The effective date of the reverse stock split (as of the opening of business);
    • Proxy or Board Resolutions; and
    • Amended Articles of Incorporation.
The company must also provide public notice of a reverse stock split using a Regulation FD compliant method. Appropriate notification of the public disclosure must also be provided to Nasdaq MarketWatch though the Electronic Disclosure Submission System.
 
 
Publication Date*: 8/25/2014 Identification Number: 317 Mailto Link
Frequently Asked Questions
What information does Nasdaq require for a change in the state of incorporation?  
Identification Number
322
The company should log in to the Listing Center and complete the Company Event Notification as soon as practicable after the re-incorporation or the change in the place of organization has been implemented. Please follow the instructions on the Notification regarding its submission and the payment of the $15,000 required fee. The submission should include any applicable proxy statement or board resolutions.
 
Please note that starting January 1, 2015, this fee does not apply to companies that participate in the All-Inclusive Annual Listing Fee program.
 
Publication Date*: 8/25/2014 Identification Number: 322 Mailto Link
Frequently Asked Questions
If a Nasdaq-listed company is being acquired such that its securities will no longer exist, what information needs to be submitted to Nasdaq?    
Identification Number
25
If a Nasdaq-listed company is to merge with or be acquired by another company, the Nasdaq-listed company or its counsel should provide a letter with the following information to Corporate Data Operations:
    • Whether the shareholders have approved the transaction;
    • Name and contact of the acquiring entity;
    • Merger considerations on a per share basis (If there is an election, consideration for the non-electing shareholder should be provided.)
    • Confirmation that the Certificate of Merger has been filed with the appropriate state or non-U.S. agency; and
    • Request to delist at the close of business on the day that the merger is completed.     
The company or its counsel should contact Corporate Data Operations at nasdaqreorgs@nasdaq.com, +1 203 926 3501 or +1 877 308 0523 prior to the declaration of the shareholder meeting date, so that any extraneous issues, which may arise as a result of the merger, can be discussed in advance.
 
Publication Date*: 7/31/2012 Identification Number: 25 Mailto Link
Frequently Asked Questions
What information does Nasdaq require in connection with a tender offer?    
Identification Number
26
If a Nasdaq-listed company is the subject of a tender offer, the company or its counsel should notify Corporate Data Operations and Listing Qualifications as soon as possible after the launch of the tender offer.
 
The notification should identify the Nasdaq company involved and the percentage of shares being tendered. Given the time sensitivity, this notification should be submitted via email to Corporate Data Operations at nasdaqreorgs@nasdaq.com and to Listing Qualifications at continuedlisting@nasdaq.com.
 
If a tender offer is subsequently extended, the company should notify Corporate Data Operations at +1 203 926 3501, +1 877 308 0523 or email.
 
Publication Date*: 7/31/2012 Identification Number: 26 Mailto Link
Frequently Asked Questions
How does a company notify Nasdaq regarding a rights offering or poison pill?    
Identification Number
14

The company should complete the Dividend/Distribution/Interest Payment Form, which may be submitted electronically through the Listing Center, at least ten calendar days prior to the record date.

In addition, the company may be required to file the Listing of Additional Shares (LAS) notification form. LAS forms are required to be filed with Nasdaq no later than fifteen calendar days prior to certain events, including issuing any common stock, or any security convertible into common stock in a transaction that may result in the potential issuance of common stock, greater than 10% of either the total shares outstanding or the voting power outstanding on a pre-transaction basis. Please review Listing Rule 5250(e)(2) to determine whether the company is required to file the LAS form.

Publication Date*: 7/31/2012 Identification Number: 14 Mailto Link
Frequently Asked Questions
What information does Nasdaq require for a Forward Stock Split?  
Identification Number
316
The company should complete the Notification: Dividend/Distribution, which may be submitted electronically through the Listing Center, at least 10 calendar days prior to the record date. Please follow the instructions on the Notification regarding its submission. Please note that if the forward split is payable upon surrender of certificates the following items need to be included:
  • Whether the shareholders have approved the transaction;
  • The split ratio;
  • The new CUSIP number, if changed;
  • Total Shares Outstanding (TSO)/Par Value before and after the split;
  • Whether all legal filings have been completed with the appropriate state or non-U.S. agency;
  • The effective date of the forward split (as of the opening of business);
  • Proxy or Board Resolutions; and
  • Amended Articles of Incorporation.
The company must also provide public notice of a dividend action or stock distribution using a Regulation FD compliant method. Appropriate notification of the public disclosure must also be provided to Nasdaq MarketWatch though the Electronic Disclosure Submission System.
 
 
Publication Date*: 6/10/2013 Identification Number: 316 Mailto Link
Frequently Asked Questions
Are companies that list debt instruments on Nasdaq required to report interest payments?
Identification Number
1075

Yes. A company must notify Nasdaq Corporate Data Operations no later than 10 calendar days prior to the record date of such action. The company should complete the Dividend/Distribution/Interest Payment Form found in the Listing Center. This notification should be provided as soon as possible after declaration and in any event, no later than simultaneously with the public notice.

 
Publication Date*: 8/29/2013 Identification Number: 1075 Mailto Link
Frequently Asked Questions
When should a company complete a US Share Certification Form?  
Identification Number
70
A non-U.S. company with ordinary or common shares listed on the Nasdaq Global Market or Nasdaq Global Select Market should complete this form annually (in November or December). This form is used to collect the number of shares issued and outstanding in the United States, which is used to generate annual fee invoices issued to companies in January.
 
Publication Date*: 7/31/2012 Identification Number: 70 Mailto Link
Frequently Asked Questions
Does Nasdaq require notification if a listed company changes its transfer agent or depository?  
Identification Number
407
Yes. Each listed company is required to notify Nasdaq in writing of any change in its transfer agent or depositary. A letter, signed by an officer of the company, must be sent to the company's Listing Qualifications analyst via email at continuedlisting@nasdaq.com and should include the following information:
    • Complete corporate name;
    • Effective date; and
    • Name of new transfer agent/depositary.
The company should notify Nasdaq as soon as possible after the arrangements with the new transfer agent or depository are finalized.
 
Publication Date*: 7/31/2012 Identification Number: 407 Mailto Link
Frequently Asked Questions
What information does Nasdaq need for redemptions/expirations or the extensions of warrants, rights, convertible debt or tender offers?  
Identification Number
325
The company should contact Corporate Data Operations by phone at +1 203 926 3501 or +1 877 308 0523 or via email at nasdaqreorgs@nasdaq.com at least ten business days prior to the expiration date of a Nasdaq-listed derivative security or any change in the redemption or expiration dates of Nasdaq-listed warrants, rights, or convertible debentures. The company will be requested to confirm the details of the corporate action.  
 
Publication Date*: 7/31/2012 Identification Number: 325 Mailto Link
Frequently Asked Questions
What information does Nasdaq need when a company changes its logo?  
Identification Number
320
The company should complete a new Company Logo Submission Form, which may be submitted electronically through the Listing Center.
 
Publication Date*: 7/31/2012 Identification Number: 320 Mailto Link
Frequently Asked Questions
Must a company provide notice to Nasdaq about its shareholder meeting?
Identification Number
85
A company that files its proxy statement via EDGAR in connection with an annual shareholder meeting does not have to provide any additional notice to Nasdaq about its annual meeting. A company that does not file a proxy via EDGAR must send its proxy statement or other shareholder notice to Listing Qualifications via email at continuedlisting@nasdaq.com no later than when it is mailed to shareholders.  
 
Publication Date*: 7/31/2012 Identification Number: 85 Mailto Link
Frequently Asked Questions
What notification is required if there is a change in the company's auditors?  
Identification Number
399
Companies should notify Nasdaq's MarketWatch department via email at nasdaqmarketwatch@nasdaq.com or by phone at +1 800 537 3929 immediately upon the resignation or termination of its auditors. Please see the "Disclosure of Material News" section of our Continued Listing Guide publication. In addition, a change in the company's certifying accountants must be reported to the SEC on Form 8-K or Form 6-K.  
 
Publication Date*: 7/31/2012 Identification Number: 399 Mailto Link
Frequently Asked Questions
Does Nasdaq require notification when a company no longer complies with the corporate governance requirements as set forth in the Listing Rule 5600 Series?
Identification Number
113
Yes. As set forth in Listing Rule 5625, a company must provide Nasdaq with prompt notification after an executive officer of the company becomes aware of any noncompliance by the company with the requirements of the Listing Rule 5600 Series, which relates to corporate governance. As such, companies are required to notify Nasdaq if they are relying on the "Cure Periods" set forth in Listing Rule 5605(b)(1)(A) to regain compliance. The company should provide this notification to its Listing Qualifications Analyst via email at continuedlisting@nasdaq.com.
 
Publication Date*: 7/31/2012 Identification Number: 113 Mailto Link
Frequently Asked Questions
What are considered Reg FD compliant methods of disclosure for addressing Nasdaq's disclosure rules?  
Identification Number
495
Regulation FD compliant methods of disclosure include any one method (or combination of methods) listed below that is reasonably designed to provide broad, non-exclusionary distribution of the information to the public:
    • A broadly disseminated press release
    • Furnishing to or filing a Form 8-K or Form 6-K with the SEC
    • Conference calls*
    • Press conferences*
    • Webcasts*.
    • Company web sites (For more information, please see "SEC Guidance on the Use of Company Web Sites - August 2008".
*So long as the public is provided adequate notice (generally by a press release) and granted access.
 
Publication Date*: 7/31/2012 Identification Number: 495 Mailto Link
Frequently Asked Questions
What does a company need to do to voluntarily delist its securities from Nasdaq?  
Identification Number
326
Under Listing Rule 5840(j), an issuer may voluntarily terminate its listing upon compliance with the requirements of Rule 12d2-2(c) under the Exchange Act which requires, in part, that the company: (i) complies with all applicable state laws and Nasdaq rules; (ii) provides written notice to Nasdaq no fewer than 10 calendar days before the company files a Form 25 with the SEC, including a statement of the material facts related to the reason for the delisting; and (iii) publishes a notice of its intent to delist, along with the reasons, via a press release and on its web site, if it has one. The company or its counsel should provide the required written notice to Nasdaq by sending a letter to its Listing Qualifications analyst via email at continuedlisting@nasdaq.com. Nasdaq will post notice that it received this notification on the List of Issues Pending Delisting.
 
Please note that if the company has received notice from Nasdaq, pursuant to Listing Rule 5800, that it fails to comply with one or more requirements for continued listing, or that is aware that it is below such continued listing requirements notwithstanding that it has not received such notice from Nasdaq, it must disclose this fact (including the specific continued listing requirement that it does not meet) in its Form 25, the related press release and web site notices.
 
Publication Date*: 7/31/2012 Identification Number: 326 Mailto Link
Frequently Asked Questions
How do I create a new Listing of Additional Shares Notification Form?  
Identification Number
51
Click on the Create New Form tab at the top of the Listing Center home page. Then select U.S. Market: Nasdaq from the Select Listing Center drop down menu. Afterwards you will be given a choice of the form to fill out. Select Listing of Additional Shares Notification Form. Then enter unique company identifiers such as ticker and CUSIP or CIK and hit the Enter button.
 
Publication Date*: 7/31/2012 Identification Number: 51 Mailto Link
Frequently Asked Questions
Can I submit an LAS Notification Form even if I do not have information to fill in all of the required fields?  
Identification Number
52
Yes. After hitting the Submit to Analyst button, you will be prompted to review the submission carefully if all required fields have not been filled out. If you want to submit with fields left blank, click the OK button. If you don't want to submit, click the Cancel button.
 
Publication Date*: 7/31/2012 Identification Number: 52 Mailto Link
Frequently Asked Questions
How do I update the LAS Notification after it has been submitted?  
Identification Number
53
Once the notification form is submitted, you can update the notification form by clicking on the notification form in My Queue that needs updating. After clicking on the appropriate notification form, update as necessary and complete a new affirmation at the bottom of the form. Then select the Submit to Analyst button.
 
Publication Date*: 7/31/2012 Identification Number: 53 Mailto Link
Frequently Asked Questions
 Is there a document that describes Nasdaq's Listing of Additional Shares notification requirements and fees?
Identification Number
1050

Yes. Please see the Listing of Additional Shares Guide for important information about Nasdaq's LAS notification and timing requirements and fees.

 
Publication Date*: 7/31/2012 Identification Number: 1050 Mailto Link
Frequently Asked Questions
Where are the LAS Notification and instructions located on the website?  
Identification Number
381
The LAS Notification must be submitted electronically through our Listing Center.  Companies can preview the Listing of Additional Shares Form prior to logging into the Listing Center.  See the Listing of Additional Shares Notification Informational Guide for more information.
 
Publication Date*: 7/31/2012 Identification Number: 381 Mailto Link
Frequently Asked Questions
Are non-U.S. companies required to submit LAS Notifications?
Identification Number
397
Non-U.S. companies are required to submit LAS Notifications unless the non-U.S. company lists only ADRs or ADSs on Nasdaq.
 
Publication Date*: 7/31/2012 Identification Number: 397 Mailto Link
Frequently Asked Questions
When is a company required to file the LAS Notification?  
Identification Number
382
All companies listed on the Nasdaq Stock Market, except companies that list only ADRs or ADSs, are required to notify Nasdaq at least 15 calendar days prior to:
  • Issuing any common stock, or security convertible into common stock, in connection with the acquisition of the stock or assets of another company, if any officer or director or substantial shareholder of the issuer has a five percent or greater interest (or if such persons collectively have a 10% or greater interest), directly or indirectly, in the company or assets to be acquired or in the consideration to be paid.
  • Issuing securities that may potentially result in a change of control of the issuer.
  • Establishing, or materially amending, a stock option plan, purchase plan or other equity compensation arrangement, pursuant to which stock may be acquired by officers, directors, employees, or consultants unless shareholder approval has been obtained. However, when a company makes an equity grant to induce an individual to accept employment, notification is required to be filed no later than the earlier of: (i) five calendar days after an offer of employment is accepted, or other agreement made, pursuant to which inducement grants will be issued; or, (ii) the date the company discloses the material terms of the grant in a press release.
  • Issuing any common stock, or any security convertible into common stock, in a transaction that may result in the potential issuance of common stock, greater than 10% of either the total shares outstanding or the voting power outstanding on a pre-transaction basis.
Publication Date*: 7/31/2012 Identification Number: 382 Mailto Link
Frequently Asked Questions
When does a company need to submit a Shares Outstanding Change Form?  
Identification Number
71
A Nasdaq company needs to submit this form electronically through the Nasdaq Listing Center when:
 
1) There is an increase or decrease of 5% or more in its shares outstanding as last reported in the Company's last periodic filing. In this case, this form must be submitted to Nasdaq no later than ten calendar days after this occurrence and must include the actual and not the estimated shares outstanding amount;
 
2) It fails to timely file a periodic report with the SEC. In this case, this form must be submitted to Nasdaq within seven calendar days of receiving a delinquency alert letter; or
 
3) To report the re-issuance of shares from treasury. Because share issuances from treasury are not captured by our billing system and may impact your Company's Listing of Additional Shares invoice, it is important for companies to report such issuances within 5 business days of filing their Form 10-K or 10-Q. If these forms are filed promptly, Nasdaq can proactively adjust the Company's invoice to take these issuances into account, where appropriate. Adjustments based on forms filed outside this time frame will be reflected in the next invoice.
 
While a company is not required to do so, a Nasdaq company may complete this form any time it wants to provide an update to the number of shares outstanding last reported by the Company.
 
Publication Date*: 11/11/2013 Identification Number: 71 Mailto Link
Frequently Asked Questions
How does Nasdaq compute the number of shares issuable in a transaction?    
Identification Number
181
In determining the potential issuance in a transaction, Nasdaq will include all shares that are potentially issuable, even if the circumstances for their issuance are remote. For example, if the company has any anti-dilution features or reset provisions or earn-out or similar provisions that could potentially reach the shareholder approval requirement thresholds, then the company would be required to obtain shareholder approval before entering into the transaction.
 
Publication Date*: 7/31/2012 Identification Number: 181 Mailto Link
Frequently Asked Questions
How should the LAS Notification be submitted?    
Identification Number
387
The LAS Notification and supporting documentation must be filed electronically through the Listing Center. For assistance, please contact Listing Qualifications at +1 301 978 8008 or email us at las@nasdaq.com.
 
Publication Date*: 7/31/2012 Identification Number: 387 Mailto Link
Frequently Asked Questions
What supporting documentation should be provided with the LAS Notification?  
Identification Number
390
The LAS Notification and supporting documentation must be submitted electronically through the Listing Center. Please see the "Supporting Documentation" section of the Listing of Additional Shares Notification Informational Guide.
 
If relevant, the company should upload copies of the following information:
  • Acquisition/merger agreement
  • Board resolution
  • Certificate of designation
  • Consent solicitation
  • Copy of option/purchase/reinvestment agreement
  • Plan of reorganization
  • Press release
  • Private placement agreement/circular
  • Professional services agreement
  • Prospectus
  • Proxy statement
  • Remuneration plan
  • Other relevant information.
Documentation available online via the SEC's EDGAR System is not required to be submitted. However, please include the dates of all applicable EDGAR filings in Question 3 under the "Other General Information" section of the LAS Notification.
 
Publication Date*: 7/31/2012 Identification Number: 390 Mailto Link
Frequently Asked Questions
May a company submit an incomplete LAS Notification?  
Identification Number
391
Yes. Nasdaq encourages companies to submit the LAS Notification as soon as possible, even if all information to complete the notification is not yet known. If an incomplete notification is submitted, the company must provide an update when the terms of the issuance are determined.
 
Publication Date*: 7/31/2012 Identification Number: 391 Mailto Link
Frequently Asked Questions
What happens if there are changes to the transaction after we submit the LAS Notification?
Identification Number
392
The company should update the same online LAS Notification, upload any amendments to the supporting documentation (e.g., the stock purchase agreement or board resolutions), reaffirm (i.e., electronically sign) and then resubmit the form.
 
Publication Date*: 7/31/2012 Identification Number: 392 Mailto Link
Frequently Asked Questions
What happens if a company is unable to file the LAS Notification within the prescribed timeframe?  
Identification Number
393
Companies are encouraged to submit the LAS Notification as soon as possible, even if all terms of the transaction and required documentation are not yet available. If the company is concerned about being able to file the LAS Notification within the prescribed timeframe, it should contact its Listing Qualifications analyst by phone +1 301 978 8008 or via email at las@nasdaq.com to discuss the situation.
 
Publication Date*: 7/31/2012 Identification Number: 393 Mailto Link
material_search_footer*The Publication Date reflects the date of first inclusion in the Reference Library, which was launched on July 31, 2012, or a subsequent update to the material. Material may have been previously available on a different Nasdaq web site.
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