|
|
|
| |
|
Timeframe
|
|
|
|
|
Category
|
|
|
| |
|
Sub-Category
|
|
|
|
| ** To make multiple selections, select the first criterion and then press and hold
the Ctrl Key **
|
|
| |
|
1- 50 of 53
Search Results for:
|
Ordering of Search Results
When searching across multiple libraries:
FAQs will appear in alphabetical order by category and sub-category
Governance Clearinghouse will appear in reverse chronological order by year
Listing Council Decisions will appear in reverse chronological order by year.
Staff Interpretations will appear in reverse chronological order by year
When searching using keywords:
Results are returned in order of term frequency (i.e., the number of times the keywords appear in the material).
|
|
Libraries:
FAQs - Listings
|
|
Filters:
Initial Listing;
|
|
|
|
|
A Listing Application must be completed by all companies that wish to initially list on Nasdaq or by a company that is already listed on Nasdaq but wishes to transfer between the Nasdaq Global Market and the Nasdaq Capital Market. A listed company should
also complete and submit a listing application if it wishes to list a secondary security on Nasdaq.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
40
|
|
|
|
|
Identification Number
332
|
|
|
Listing applications and related forms are available electronically through the
Nasdaq Listing Center. Before completing your application electronically, please take a few minutes to review our
Initial Listing Guide. Generally, the company will need to complete the Listing Application, Listing Agreement, Corporate Governance Certification Form and Logo Submission Form. If you are unfamiliar with
the contents of the Listing Application and related forms, we recommend that you
preview the forms prior to logging into the Listing Center. This will help you gather all the information you will need to complete the forms. Questions regarding the listing process should be directed to Listing
Qualifications Staff at +1 301 978 8008.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
332
|
|
|
|
|
Once you choose your application type it cannot be changed, so please choose carefully. If you have selected the wrong application type, you will need to start a new application.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
44
|
|
|
|
|
Once your application is submitted, you must submit any changes directly to your Listing Analyst. You can, however, submit additional documentation and update information contained in your Corporate Governance Certification and Listing Agreement at any
time during the process. Once updated, you can re-submit these documents or upload any additional documents through the Listing Center.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
45
|
|
|
|
|
Board Members. If Board member information appearing in this section has been pre-populated and is incorrect, you may change it. To
remove members who are no longer on the Company's Board, simply select the “Remove” link next to the member’s name. To
add a Board member, you must first search our extensive database. The system will return a list of possible matches based on your search criteria. In addition to the person’s full name, the system will also display their age and bio. This information
is provided to help ensure you make the correct selection in the event that there are multiple people with the same or similar name. If after reviewing the search results list, you do not find the person you are looking for, you may add a new Board member
record.
Committee Assignments. Please identify the committee assignment(s) for each Board member, as applicable.
Independent. Please identify those Board members which you believe are independent (i.e., satisfy Nasdaq’s independence requirements as set forth in
Listing Rule 5605).
Age. Age is not a required field. However, this information can greatly improve our ability to complete the regulatory review process as quickly as possible.
Refer to
Listing Rule 5600 for more information about Nasdaq's corporate governance requirements.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
48
|
|
|
|
|
Securities of companies listing on Nasdaq are required to be eligible for a Direct Registration Program operated by a clearing agency registered under Section 17A of the Exchange Act, such as the one offered by The Depositary Trust Company (DTC). To be
eligible, an issuer is required to use a transfer agent that meets
DTC's insurance and connectivity requirements. Further, the transfer agent must instruct DTC to designate the Company's securities as direct registered eligible securities. In addition, the issuer's governing documents, such as its by-laws, must permit
securities that are not represented by certificates. This rule does not apply to non-equity securities, which are book-entry-only.
The Limited Participant Account (LPA) Number is a 4 digit account number assigned by DTC. This number can be found by contacting your transfer agent.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
46
|
|
|
|
|
Issue Type. Select the issue type from the drop down list that best describes the security you are seeking to list. Generally, this will be Common Stock, Units or Warrants.
Issue Class. This information is only required when the Company has issued multiple classes of a security (e.g., Class A and Class B Common Stock).
CUSIP. The CUSIP Service Bureau can be reached at +1 212 438 6565.
If you do not have a CUSIP number yet you can enter 999999999 in this field.
Round lot holders. A round lot holder is any shareholder who owns 100 or more shares.
Beneficial shareholders. A beneficial owner is any individual shareholder.
Timing of Unit Separation. If a Company has units please indicate to us the timing of their separation. If you know the exact date please provide the date. If you only know a time frame (e.g., 30 days after the offering), please provide
an estimate.
Current Trading Symbol. The symbol under which the Company is currently trading.
Reserved Trading Symbol. This is only required if the Company wants to use a new symbol once it trades on Nasdaq.
Please Note: If you have questions about filling out the issue specific information section for an ETF or Other Structured Products application, please contact Nasdaq Listing Qualifications at +1 301 978 8008.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
47
|
|
|
|
|
Identification Number
333
|
|
|
In addition to a completed Listing Application, a company needs to submit a Listing Agreement, a Corporate Governance Certification Form and a Logo Submission Form, all of which are available electronically through the Listing Center. Prior to approval,
Nasdaq may require additional information and supporting documentation. See the types of documents that need to be submitted for each application type
here. The only document required for original submission is the application itself and the application processing fee ($25,000 for Global and Global Select Market applicants or $5,000 for Capital
Market applicants).
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
333
|
|
|
|
|
Identification Number
1415
|
|
|
Nasdaq requires at least 300 round lot holders for listing on the Nasdaq Capital Market, 400 round lot holders for listing on the Nasdaq Global Market, or 450 round lot holders for listing on the Nasdaq Global Select Market. If it is not clear from a company's
public disclosures that it satisfies these round lot shareholder requirements, Nasdaq will typically request from the issuer, and review, registered shareholder lists from the company's transfer agent, data from Cede & Co about shares held in street name,
and data from other providers showing the number of account holders, such as a share range analysis from Broadridge or a list of beneficial holders through a broker/dealer search.
Nasdaq will aggregate information on these lists for accounts held by the same person to eliminate duplicates from the count, including individual and retirement accounts for the same person. Nasdaq may also aggregate accounts that appear to represent a
single investment decision, such as separate accounts for an individual and his or her minor children. In general, Nasdaq will seek to insure that each account represents a separate investment decision by a bona fide holder and, for this reason, would also
exclude accounts that only hold shares that were given as gifts or for minimal consideration to the holder, especially if such gifts were made to allow the company to satisfy Nasdaq's listing requirements.
Given the nature of this review, determining compliance with the holder requirement can be a time consuming process. Companies are therefore encouraged to work proactively with staff to facilitate this review and begin the process as soon as possible to
allow the company to demonstrate compliance on the schedule it wishes.
|
Publication Date*:
8/18/2017
|
|
|
Identification Number:
1415
|
|
|
|
|
Please refer to this
chart for the types of documents that need to be uploaded for each application type. The only document required for original submission in the application itself and the application processing fee.
* The Listing Agreement and Corporate Governance Certification Form are only required for issuers who do not currently have products listed on
Nasdaq.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
50
|
|
|
|
|
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
|
|
|
|
|
Identification Number
328
|
|
|
Yes. A company can seek a preliminary listing eligibility review by Nasdaq's Listing Qualifications Department prior to applying. Pursuant to this review, the Listing Qualifications Staff will review the company's public filings to determine if it meets
the numerical listing requirements. In addition, to the extent questions are raised by the company, the Listing Qualifications Staff will consider compliance with the corporate governance requirements of
Listing Rule 5600, such as board and board committee structure, and regulatory concerns, such as may be raised under
Listing Rule 5101 and
IM-5101-1. In considering whether any such questions exist, the company may find it helpful to review the information necessary to be submitted in response to the "Regulatory Proceedings/Litigation" section of the Listing Application. You may view the Listing
Application and related forms using our
preview function.
The Listing Qualifications Staff will, if necessary, meet with a prospective applicant to discuss any preliminary conclusions reached during this review. Once completed, Staff will determine whether it appears that the company satisfies Nasdaq's numerical
initial inclusion criteria and whether any corporate governance or regulatory issues raised by the company would serve to prohibit Nasdaq from listing the company. Any final approval, however, will require the company to submit a formal listing application,
and is conditioned upon final review of that application and the company's continued compliance with all Nasdaq criteria for initial listing at the time of listing. In addition, any final approval will require a satisfactory conclusion of certain additional
qualitative reviews that Nasdaq will perform, including a review of the regulatory history of the company's officers, directors, and significant shareholders.
Companies interested in this preliminary review process should contact Robert McCooey, Senior Vice President, New Listings and Capital Markets via email at bob.mccooey@nasdaq.com or by phone
at +1 212 401 8724.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
328
|
|
|
|
|
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
|
|
|
|
|
Identification Number
334
|
|
|
A Listing Application should be submitted at the same time that a company submits its registration statement to the SEC, even if the applicant is filing on a confidential basis. A company may also submit the Listing Application at an earlier time with
draft registration material.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
334
|
|
|
|
|
Identification Number
1126
|
|
|
A company seeking to list on the Nasdaq Stock Market must pay an entry fee made up of two parts. A portion of the entry fee referred to as the application fee is due and payable at the time of application and is non-refundable. The balance of the entry
fee is due immediately prior to listing.
Effective October 15, 2014, initial listing applications that have been pending for a period in excess of one year will be assessed an additional non-refundable application fee in the amount of $5,000 on the anniversary of their application date for each
year that their application remains open. Applicants will receive a credit in the amount of any and all application fees paid during the pendency of their application towards any entry fee eventually assessed upon listing.
|
Publication Date*:
9/3/2014
|
|
|
Identification Number:
1126
|
|
|
|
|
Identification Number
349
|
|
|
If the Nasdaq Staff determines to deny a Listing Application, the company may appeal
Nasdaq's determination to deny initial inclusion. See Hearings
FAQs for additional information.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
349
|
|
|
|
|
Identification Number
1527
|
|
|
The term Direct Listing refers to a private company listing on Nasdaq, or another exchange, without concurrently raising capital. Generally, companies list on a national securities exchange in connection with a capital raising transaction, such as an initial
public offering. By contrast, a Direct Listing allows a company to list securities and begin trading without selling additional securities to public investors.
|
Publication Date*:
5/17/2018
|
|
|
Identification Number:
1527
|
|
|
|
|
Identification Number
1528
|
|
|
Yes. Nasdaq rules allow Direct Listings, provided the issuer meets all of initial listing requirements. Companies that are interested in applying to Nasdaq through a Direct Listing should choose the Company Conducting an Initial Public Offering, Direct
Listing or Distribution Spinoff application. A preview of this application is found
here.
|
Publication Date*:
5/17/2018
|
|
|
Identification Number:
1528
|
|
|
|
|
Identification Number
1529
|
|
|
No. However, it may be challenging for a Direct Listing to demonstrate compliance with price-based requirements if its securities had not had recent sustained trading in a private market. Alternatively, compliance with price-based requirements can be established
through a recently completed private placement primarily involving non-affiliates of the issuer. Such private placement must be substantial in size in relation to the company's size and at a valuation that clearly allows the issuer to meet Nasdaq's initial
listing criteria.
|
Publication Date*:
5/17/2018
|
|
|
Identification Number:
1529
|
|
|
|
|
Identification Number
1530
|
|
|
In the case of a Direct Listing, Nasdaq will consider all relevant factors to determine if the issuer meets the initial listing requirement for stock price. These factors include the price at which any recent private placements were conducted and any other
third-party transactions involving the stock. See also,
FAQ Identification Number: 1529.
|
Publication Date*:
5/17/2018
|
|
|
Identification Number:
1530
|
|
|
|
|
You should choose the application type that best describes your Company as this drives the questions that will be asked of you throughout the application process. A description of the different application types is as follows:
Company Conducting an Initial Public Offering, Direct Listing or Distribution Spinoff. Choose this option if your Company does not already file periodic and annual reports with the Securities and Exchange Commission and is not listed on
another market. Alternatively, you should choose this option if you are a foreign Company performing an initial public offering of ADRs in the United States.
Seasoned Company, Company Switching from Another Market. Choose this option if your Company is already trading on another U.S. exchange or if you are traded on the OTCBB or pink sheets. If you are trading on a foreign exchange, please
choose Other.
Company Seeking Dual Listing. Choose this option if your Company is already listed on the New York Stock Exchange and would like to simultaneously list on Nasdaq.
Company Transferring from the Capital Market to the Global or Global Select Market. Choose this option if your Company is already listed on Nasdaq on the Capital Market and would like to switch to the Global or Global Select Market.
Company Transferring from the Global or Global Select Market to the Capital Market. Choose this option if your Company is already listed on Nasdaq on the Global or Global Select Market and would like to switch to the Capital Market.
Company Transferring from the Global Market to Global Select Market.
Choose this option if your Company is already listed on Nasdaq on the Global Market and would like to switch to the Global Select Market.
Company Conducting a Change of Control Combination OR for SPACs completing a business combination following which the combined Company is required to meet the requirements for initial listing.
Choose this option if your Company is merging with a Company that is already listed on Nasdaq.
NOTE: Listing applicants resulting from business combinations with SPACs wherein the Nasdaq-listed entity is acquired by a new SEC registrant are considered to be new listings. Such entities should NOT complete this application, but instead complete the
Listing Application – For Seasoned Companies.
Company Seeking to list a New Class of Securities. Choose this option if your Company is already listed on Nasdaq and would like to list an additional class of securities. Please do not use this type of application if you are seeking to
list structured products (e.g., ETFs, ETNs, Trust Preferreds).
Company Seeking to List an Exchange Traded Fund or Other Structured Product. Choose this option if you would like to list any of the following:
- Exchange-Traded Funds
- Exchange-Traded Notes
- Managed Fund Shares (Active ETFs)
- Portfolio Depositary Receipts
- Selected Equity-Linked Debt Securities (SEEDS)
- Trust Issued Receipts
- Index-Linked Exchangeable Notes
- Equity Gold Shares
- Trust Certificates
- Commodity-Based Trust Shares
- Currency Trust Shares
- Commodity Index Trust Shares
- Commodity Futures Trust Shares
- Partnership Units
- Trust Units
- Managed Trust Securities
- Currency Warrants
- Index Warrants
Please contact Nasdaq Listing Qualifications at +1 301 978 8008 with questions about the listing of products not listed above.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
43
|
|
|
|
|
Identification Number
1474
|
|
|
In determining whether to initially list a company or continue a company's listing when it changes its business activities, Nasdaq does not make subjective or value judgements about the business the company operates. However, Nasdaq cannot initially list or
continue the listing of a company whose current or planned activities are in violation of U.S. federal law or the law in a jurisdiction where the company operates. In assessing the legality of a company's activity, Nasdaq largely relies on the risk factors
and other disclosures made in the company's filings with the Securities and Exchange Commission, although Nasdaq may also request additional information from the company where necessary.
|
Publication Date*:
12/8/2017
|
|
|
Identification Number:
1474
|
|
|
|
|
Identification Number
1052
|
|
|
Yes. Please refer to our Initial Listing Guide for important information about Nasdaq's initial listing standards, application process and fees.
|
Publication Date*:
11/30/2017
|
|
|
Identification Number:
1052
|
|
|
|
|
Identification Number
1081
|
|
|
The Nasdaq Global Select Market is a tier of The Nasdaq Stock Market LLC, which has the highest initial listing standards of any stock market in the world. Companies listed on the Global Select Market must meet financial and liquidity requirements and satisfy
corporate governance and disclosure requirements on both an initial and ongoing basis.
The same continued listing requirements apply to companies on the Nasdaq Global Select Market and the Nasdaq Global Market.
The Nasdaq Global Market, including the Nasdaq Global Select segment, is the successor to the
Nasdaq National Market. As such, Nasdaq believes that all securities listed on the Nasdaq Global Market, including those on the
Nasdaq Global Select Market, are ''covered securities,'' as that term is defined in Section 18(b) of the Securities Act of 1933.
At any time, a company currently listed on the Nasdaq Global Market can submit a transfer application to move its securities to the Nasdaq Global Select. There are no application or entry fees associated with this application, which is available electronically
through the Listing Center.
For detailed information on Nasdaq listing standards see the
Initial Listing Guide and the
Continued Listing Guide.
|
Publication Date*:
11/21/2013
|
|
|
Identification Number:
1081
|
|
|
|
|
Identification Number
330
|
|
|
Yes. The SEC approved a modification to Securities Act Rule 146 to designate securities listed on the Nasdaq Capital Market as "covered" securities, which makes them exempt from state "blue sky" registration requirements. The Order became effective on
May 24, 2007. To view the SEC Approval Order, please click
here. Please note that Nasdaq Global Select Market and Nasdaq Global Market securities are currently subject to a "blue sky" exemption contained in the Securities Act of 1933.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
330
|
|
|
|
|
Identification Number
415
|
|
|
Yes. As set forth in
Listing Rule 5101 and
IM-5101-1, in addition to applying the enumerated criteria set forth in Listing Rules
5300,
5400,
5500,
5600 and
5700, Nasdaq will exercise broad discretionary authority over the initial and continued inclusion of securities in Nasdaq in order to maintain the quality of and public confidence in its market.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
415
|
|
|
|
|
Identification Number
1116
|
|
|
In certain markets, including China, there are restrictions on ownership of businesses in certain industries by foreign persons. To overcome these restrictions, a company may adopt a corporate structure, such as a VIE, whereby control of the operating company
is obtained, not through ownership, but rather through a series of legal agreements between the operating company and the VIE company that is owned by public shareholders. There have been instances in the past where companies using this structure have lost
control of their China-based operating companies to the detriment of public shareholders of the VIE entity.
There are no Listing Rules that prohibit listing companies that use such a structure. However, Listing Qualifications will review the disclosures and documents surrounding the company’s corporate structure and agreements and may request additional information
or impose additional requirements. In addition, an investor considering investing in such a company may want to consider the company’s disclosures, including risk factors in its prospectus, and understand, among other things:
- The reasons why the company uses a VIE structure for its business(es);
- Whether the company has a plan to unwind or dissolve the VIE structure in the future, especially if restrictions on foreign ownership are eased or lifted;
- Whether there is a legally enforceable power of attorney or similar document that confers upon the company all legal rights of the VIE(s), including the right to all economic benefits and the ability to exercise control over the VIE’s operations, assets
and employees;
- Whether the company has obtained legal opinions from local counsel regarding, among other things: (i) the legality of the VIE structure under applicable law and regulations; (ii) the enforceability of the contractual arrangements that underlie the VIE structure;
and (iii) whether the successors or assignees of the VIE’s shareholder(s) are bound by and subject to the VIE contracts;
- Whether there are any government or regulatory rulings relevant to the use and legality of the company’s VIE structure(s) and whether there are any objections or concerns raised by governmental entities or regulatory authorities regarding the use of a VIE
structure;
- Whether the company has obtained all necessary government and regulatory approvals to operate the VIE business(es); Whether the VIE structure allows the company to consolidate the financial results of the VIE(s) under applicable accounting principles;
- Whether any of the VIE shareholders are also officers, directors or employees of the company or any subsidiary and, if so, a description of any arrangements or structures to address conflicts of interest that may arise under such circumstances;
- Whether the company is required to and has the ability to repatriate revenues generated by, or amounts advanced to, the VIE business(es).
|
Publication Date*:
8/8/2014
|
|
|
Identification Number:
1116
|
|
|
|
|
Identification Number
1416
|
|
|
Ordinarily a SPAC will acquire an operating business and, if there is any failure to demonstrate compliance with the initial listing requirements at that time, Nasdaq would initiate proceedings to delist the combined entity. That entity could appeal the
delisting notice and may remain listed during the appeal process. If the entity demonstrates compliance with the initial listing requirements during the pendency of the appeal, the appeal generally would become moot and the combined entity would be allowed
to remain listed.
However, Nasdaq has also observed that certain SPACs may structure their transaction where the target operating business acquires the SPAC or a new entity is formed to acquire both the SPAC and the target operating business. In these cases, the new entity
will be a new Registrant with the SEC and will seek to initially list at the time of the business combination; the currently listed SPAC will cease to exist as a separate entity. Because a new entity is seeking listing and Nasdaq would be required to certify
to the SEC that this entity meets all listing requirements before listing the entity, Nasdaq is unable to list the combined entity until it demonstrates compliance with all applicable initial listing requirements. As such, in these instances, the combined
entity would not be listed after the business combination if it has not demonstrated compliance with all initial listing requirements, including the minimum round lot shareholders requirement.
It should be noted that in many instances SPACs completing business combinations have difficulty verifying the number of round lot shareholders in a timely manner given the challenges involved in determining shareholder numbers generally and the additional
complications that result from the ability of SPAC shareholders to redeem their holdings for cash at the time of the business combination. Please see
FAQ #1415 which discusses how Nasdaq determines compliance with the minimum round lot shareholder requirement for initial listing.
|
Publication Date*:
8/18/2017
|
|
|
Identification Number:
1416
|
|
|
|
|
Identification Number
336
|
|
|
A company is subject to a non-refundable application fee and a variable entry fee. The non-refundable application fee must be submitted with a company's application. Applications pending for more than one year are assessed an additional application fee
in the amount of $5,000, which must be paid in order to keep the application open. The variable entry fee is based on a company's total shares outstanding and is due upon Nasdaq's approval of the application and prior to listing.
Please note once listed, a company is required to pay application and entry fees when it lists a new class of security on Nasdaq, but are not subject to additional fees when undertaking certain corporate actions, such as changing their name or listing
additional shares.
All listed companies are also subject to an annual listing fee.
|
Publication Date*:
11/30/2017
|
|
|
Identification Number:
336
|
|
|
|
|
Identification Number
418
|
|
|
Yes. In the first year of listing, the company's annual fee will be pro-rated based on the month of listing.
|
Publication Date*:
2/8/2013
|
|
|
Identification Number:
418
|
|
|
|
|
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
|
|
|
|
|
Identification Number
1057
|
|
|
When listing a new class of securities, a Nasdaq listed company will owe application and entry fees, as set forth in
Listing Rule 5900 Series and further detailed in our
Initial Listing Guide. The application fee should be submitted at the time of application, and, shortly after listing, the company will be sent an invoice for the entry fee.
Entry fees for listing a new class of securities are based on the total shares outstanding of the new security at the time of listing. However, the total amount of entry fees owed by a company for all classes of securities on the same fee schedule that
are listed on the Global Select or Global Market, including entry fees previously paid by the company for other classes, is presently capped at $225,000. Similarly, the total amount of entry fees owed by a company for all classes of securities on the same
fee schedule that are listed on the Capital Market is presently capped at $75,000. If a company has previously paid entry fees up to the applicable fee cap, then only the application fee is charged for listing the new class of securities.
In addition, the company will also owe an annual fee for the new class of securities. In the year of listing, annual fees are pro-rated, based on the month of listing. The company will be sent an invoice for the pro-rated annual fee shortly after listing.
|
Publication Date*:
11/30/2017
|
|
|
Identification Number:
1057
|
|
|
|
|
Identification Number
1055
|
|
|
Nasdaq's formal name, which should be included in SEC filings that ask for the name of the exchange where the company is, or will be, listed or registered, is The Nasdaq Stock Market LLC.
|
Publication Date*:
8/20/2012
|
|
|
Identification Number:
1055
|
|
|
|
|
Identification Number
327
|
|
|
The goal of Nasdaq's listing requirements is to facilitate capital formation for companies worldwide and, at the same time, to protect investors and prospective investors in those companies through the application of quantitative and corporate governance
listing requirements, which are enforced through a transparent regulatory process.
Nasdaq has three marketplaces: the Nasdaq Global Select Market, the Nasdaq Global Market and the Nasdaq Capital Market. For detailed information on the listing standards for each marketplace, please see
Initial Listing Guide. Nasdaq's quantitative listing requirements generally call for companies to meet higher thresholds for initial listing than for continued listing.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
327
|
|
|
|
|
Identification Number
329
|
|
|
Yes. A security approved for listing by Nasdaq must be registered under Section 12(b) of the Securities Exchange Act of 1934 before it can be listed on the Nasdaq Stock Market. Exchange Act registration is required even though the applicant may have previously
registered all or part of the securities under the Securities Act of 1933. A security which has already been registered under Section 12(g) of the Exchange Act, or has recently been the subject of a public offering registered under the Securities Act, can
usually be registered under Section 12(b) by using SEC Form 8-A. If an applicant does not have a class of securities registered under the Exchange Act Section 12(g), filing of a SEC Form 10 may be required.
For companies that were listed on Nasdaq prior to it becoming a national securities exchange on August 1, 2006, the SEC and other regulators granted Nasdaq's request to allow it to apply on behalf of its listed companies for registration under Section
12(b) of the Exchange Act. A copy of the SEC's order granting this request can be found
here.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
329
|
|
|
|
|
Identification Number
339
|
|
|
While Nasdaq's rules provide for exceptions under certain circumstances, Nasdaq will not generally approve an application if the security does not meet all of
Nasdaq's initial listing requirements. However, the company may appeal an adverse determination and seek listing from a Listing Qualifications Hearings Panel. See Hearings
FAQs for additional information.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
339
|
|
|
|
|
Identification Number
348
|
|
|
A company that is formed by a Reverse Merger is eligible to submit an application for initial listing only if the combined entity has, immediately before filing the listing application: (i) traded for at least one year in the U.S. over-the-counter market,
on another national securities exchange, or on a foreign regulated exchange, following the filing with the SEC or other Regulatory Authority of all required information about the transaction, including audited financial statements for the combined entity;
and (ii) maintained a closing price of $4 per share or higher for a sustained period of time, but in no event for less than 30 of the most recent 60 trading days.
In addition, such a company may only be approved for listing if, at the time of approval, it has: (i) timely filed all required periodic financial reports with the SEC or other Regulatory Authority (Forms 10-Q or 10-K) for the prior year, including at
least one annual report and (ii) maintained a closing price of $4 per share or higher for a sustained period of time, but in no event for less than 30 of the most recent 60 trading days prior to approval.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
348
|
|
|
|
|
Identification Number
1139
|
|
|
Listing Rule 5110(c) imposes additional listing criteria on issuers formed by a Reverse Merger. For these purposes,
the term "Reverse Merger" is defined by Listing Rule 5005(a)(36) as a transaction whereby an operating company
becomes an Exchange Act reporting company by combining with a shell company which is an Exchange Act reporting company. The additional listing criteria imposed by Listing
Rule 5110(c) apply whether the shell was required to file Exchange Act reports or was doing so on a voluntary basis.
|
Publication Date*:
11/19/2015
|
|
|
Identification Number:
1139
|
|
|
|
|
Identification Number
338
|
|
|
Companies must generally meet all listing requirements at the time of listing; however, consistent with the Securities and Exchange Act, a grace period of up to one year from the first trade date may be granted to companies completing initial public offerings
to secure their independent directors and/or to establish audit, compensation, and nominating committees, which meet Nasdaq's requirements.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
338
|
|
|
|
|
Identification Number
398
|
|
|
Each company listed on Nasdaq must be audited by an independent public accountant that is registered as a public accounting firm with the Public Company Accounting Oversight Board, as provided for in Section 102 of the Sarbanes-Oxley Act of 2002. In addition,
under SEC rules, the auditor must review the company's quarterly periodic reports. See
Listing Rules 5210(b) and
5250(c)(3).
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
398
|
|
|
|
|
Identification Number
340
|
|
|
To qualify a company for initial listing, Nasdaq uses the stockholders' equity number as reported on a company's most recent balance sheet. The company's financial statements must be: (i) prepared in accordance with U.S. GAAP; (ii) reconciled to U.S. GAAP;
or (iii) prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, for companies that are permitted to file financial statements using those standards with the SEC. Nasdaq reserves the
right to make adjustments to estimate stockholders' equity at the time of listing. For example, if a company has previously reported net losses, a burn rate may be calculated with the aid of historically published income statements and applied to estimate
a company's stockholders' equity at the time of listing.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
340
|
|
|
|
|
Identification Number
342
|
|
|
An issuer listing on the Nasdaq Stock Market pursuant to an initial public offering satisfies the price requirement if its offering is priced at or above the required price.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
342
|
|
|
|
|
Identification Number
343
|
|
|
A company that is already trading on another market must meet the applicable minimum price requirement on the date Nasdaq approves their listing application and is expected to list promptly thereafter.
For a company traded on a non-listed market, promptly generally means within five business days of approval. If the company is listed on another exchange, promptly generally means within fifteen business days of approval, to allow for the additional time
required to effect the transfer from the other market.
In either case, if the company's security qualifies under the alternative price listing standard with a bid price below $4, the security must meet the applicable $2 or $3 closing price for five consecutive business days in order to qualify.
Note: A company that qualifies for listing only under the market value of listed securities standard must also meet the price requirement for 90 consecutive trading days prior to applying for listing.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
343
|
|
|
|
|
Identification Number
344
|
|
|
A seasoned issuer may complete a reverse stock split to comply with Nasdaq's minimum price requirement for initial listing. Generally, when this happens, Nasdaq will require that the issuer continue to meet the price requirement for a minimum of five consecutive
trading days after the split takes place. This means that on each of the five days the issuer must at some point during normal trading hours have a price which is at or above the applicable initial listing criteria.
Please note that Nasdaq may, in its discretion, also require an issuer to maintain the required minimum price for a period in excess of five consecutive business days, but generally no more than ten consecutive business days, before determining that the
issuer has demonstrated compliance. In determining whether to require a longer waiting period, Nasdaq will consider the following four factors:
- Margin of compliance (the amount by which the price is above the minimum standard);
- Trading volume (a lack of trading volume may indicate a lack of bona fide market interest in the security at the posted bid price);
- Where applicable, the market maker montage (the number of market makers quoting at or above the minimum required bid and the size of their quotes); and,
- The trend of the stock price (is it up or down?).
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
344
|
|
|
|
|
Identification Number
1021
|
|
|
For a company that qualifies to list with a price of $2 or $3 under
Listing Rule 5505(a)(1)(B), the closing price is the Nasdaq Official Closing Price, if there is one, or the consolidated closing price distributed under the applicable National Market System Plan if there is no Nasdaq Official Closing Price. The security
must maintain the necessary closing price for five consecutive business days, but Nasdaq may extend this five day period, based on any fact or circumstance, including the margin of compliance, the trading volume, the Market Maker montage, the trend of the
security's price, or information or concerns raised by other regulators concerning the trading of the security.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
1021
|
|
|
|
|
Identification Number
1049
|
|
|
SEC rules and the Sarbanes- Oxley Act impose heightened obligation on the CFO of a public company, including the requirement to certify the company's periodic financial statements.
Given the importance of this role, Nasdaq generally requires listed companies to employ a full-time CFO.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
1049
|
|
|
|
|
Identification Number
346
|
|
|
When a company applies to list on Nasdaq and is currently traded on another exchange, or quoted on the Over-the-Counter Bulletin Board or Pink Sheets, Nasdaq will review the company's recent corporate governance activities. If the company is listed on
another exchange, Nasdaq will request a representation from the company that it is in compliance with all of the corporate governance requirements of the exchange and has no past violations of these standards. In addition, Nasdaq may contact the exchange to
confirm that the company has not been in violation of the exchange's corporate governance requirements.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
346
|
|
|
|
|
Yes. Nasdaq listed companies are required to have a code of conduct that is applicable to all directors, officers and employees. The code of conduct must meet the definition of a "code of ethics" as set forth in Section 406(c) of the Sarbanes-Oxley Act
of 2002. The code of conduct must be publicly available. In addition, any waivers of the code for directors or executive officers must be approved by the board. Companies, other than Foreign Private Issuers, shall disclose such waivers within four business
days by filing a current report on Form 8-K with the Commission or, in cases where a Form 8-K is not required, by distributing a press release. Foreign Private Issuers shall disclose such waivers either by distributing a press release or including disclosure
in a Form 6-K or in the next Form 20-F or 40-F. Alternatively, a company, including a Foreign Private Issuer, may disclose waivers on the company's website in a manner that satisfies the requirements of Item 5.05(c) of Form 8-K.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
99
|
|
|
|
|
Identification Number
156
|
|
|
Nasdaq's corporate governance requirements generally apply to Foreign Private Issuers (as defined in
Listing Rule 5005). However,
Listing Rule 5615(a)(3) permits a Foreign Private Issuer to follow home country governance practices in lieu of certain Nasdaq requirements provided the company properly notifies Nasdaq and makes the required disclosure.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
156
|
|
|
|
|
Identification Number
162
|
|
|
Non-U.S. companies that are not Foreign Private Issuers are not eligible to receive exemptions from Nasdaq's corporate governance requirements and must comply with all provisions of
Listing Rule 5600.
|
Publication Date*:
7/31/2012
|
|
|
Identification Number:
162
|
|
|
|
|