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Frequently Asked Questions
  May a company appeal a delisting determination from Staff?  
Identification Number 423
Yes.  A listed company that has received a delisting determination letter from Nasdaq may appeal that determination by requesting a hearing. A company that has been denied initial listing may also appeal the denial by requesting a hearing. The delisting determination letter (or denial of listing letter) contains information about how and when to request a hearing, as well as the consequences of failing to request a hearing.
 
Publication Date*: 7/31/2012 Identification Number: 423 Mailto Link
Frequently Asked Questions
  What disclosure is required when a company receives a notification of deficiency, public reprimand letter or delisting determination?
Identification Number 427

A company must publicly disclose the receipt of a notification of deficiency, public reprimand letter or delisting determination, including notification of an additional deficiency for a company already in the Hearings process. This disclosure must include the Rule(s) upon which the deficiency is based and describe each specific basis and concern identified by Nasdaq in reaching its determination that the company does not meet the listing standard.  

If the deficiency is related to the requirement to file a periodic report, the company must make the public announcement by issuing a press release, in addition to filing any Form 8-K required by SEC rules. For all other cases, the company may make the public announcement either by filing a Form 8-K, where required by SEC rules, or by issuing a press release. A company should make the public announcement as promptly as possible, but not more than four business days following receipt of the determination.  

As described in Listing Rule 5250(b)(1) and IM-5250-1, the Company must notify Nasdaq's MarketWatch Department about the announcement through Nasdaq's Electronic Disclosure Submission System, except in emergency situations when notification may instead be provided by telephone or facsimile. If the public announcement is made during Nasdaq market hours, the company must notify MarketWatch at least ten minutes prior to the announcement. If the public announcement is made outside of Nasdaq market hours, the company must notify MarketWatch of the announcement prior to 6:50 a.m. ET.

Publication Date*: 7/31/2012 Identification Number: 427 Mailto Link
Frequently Asked Questions
  What will happen if a company does not publicly disclose receipt of a notification of deficiency, public reprimand letter or delisting determination with all required information?
Identification Number 428

A company must publicly disclose the receipt of a notification of deficiency, public reprimand letter or delisting determination, including notification of an additional deficiency for a company already in the Hearings process. This disclosure must include the Rule(s) upon which the deficiency is based and describe each specific basis and concern identified by Nasdaq in reaching its determination that the company does not meet the listing standard. For example, if the Listing Qualifications Department determines to delist a company based on its discretionary authority under Rule 5101, the company must include in its public announcement the specific concerns cited in the delisting determination.  

If a company fails to make this disclosure within four business days of receipt, or the disclosure is incomplete, Nasdaq will halt trading in the company’s securities and Nasdaq may make a public announcement with the required information. Failure to make this disclosure will be an additional basis for delisting.

Publication Date*: 7/31/2012 Identification Number: 428 Mailto Link
Frequently Asked Questions
  When may a company request a hearing?  Will a company's securities be delisted before the hearing?  
Identification Number 424
A company must request a hearing within seven calendar days of the date of Nasdaq's delisting determination letter. In most cases, a request for a hearing will stay the delisting pending a decision by a Hearing Panel - meaning no delisting action will be taken until the company has had its hearing and the Hearing Panel has issued a written decision. However, if the company's deficiencies include the failure to timely file a periodic report, the hearing request will stay the suspension only for a period of 15 calendar days from the date the request is due. This 15 day automatic stay typically expires before a hearing is scheduled. A "late filer" may, however, request that the 15-day stay be extended until the hearing takes place and a decision is issued. This request for an extension should accompany the request for a hearing, and should explain why the company believes an extension is appropriate.
 
Publication Date*: 7/31/2012 Identification Number: 424 Mailto Link
Frequently Asked Questions
  How can a company request a hearing?
Identification Number 425
 
Hearing requests must be submitted through the Nasdaq Listing Center.  A company that has received a delisting determination letter or has been denied initial listing may appeal Staff's determination by requesting a hearing.
 
Publication Date*: 8/29/2013 Identification Number: 425 Mailto Link
Frequently Asked Questions
  What factors determine whether a company should request an oral or a written hearing, and what are the fees associated with a hearing?
Identification Number 430
A company may choose either an oral or a written hearing. By selecting an oral hearing, a company will have the opportunity to meet in person with and answer questions from a Hearing Panel, and update the Panel on new developments. If a company selects a written hearing, it will present its case in writing only.
 
The fee for a hearing is $10,000. Nasdaq requests that the Hearings fee be paid concurrently with the Hearings request by wire transfer, as indicated in the instructions on the payment form sent with the delisting determination letter.
 
Please note that all companies, including those that participate in the All-Inclusive Annual Listing Fee program, are subject to the hearing fee.
 
Publication Date*: 8/25/2014 Identification Number: 430 Mailto Link
Frequently Asked Questions
  What information is provided to the Panel in advance of the hearing?  
Identification Number 436
A company that has requested a hearing is given a pre-hearing schedule for submitting a plan of compliance.  This plan will be reviewed by the Panel and by Listing Qualifications Staff before the hearing.  In addition, Staff will submit to the Panel a Hearing Memorandum, which is its response to the company's plan of compliance.  This Hearing Memorandum will be provided to the company before the hearing, and the company may respond to Staff's memorandum at the hearing.
 
Publication Date*: 7/31/2012 Identification Number: 436 Mailto Link
Frequently Asked Questions
  What factors should a company consider when preparing a submission to a Hearing Panel?
Identification Number 1023
Please note the following suggested guidelines: a submission should be definitive, concise, and directly address the company's plan to regain compliance in the near term and maintain compliance over the long term. It should include a time-table for meeting milestones; supporting documentation for any proposed transactions; and financial projections, where applicable. If, for example, the deficiency is shareholders' equity, the submission should include a balance sheet and income projections for the next 12 months, with all underlying assumptions clearly stated. Compliance plans that rely on future projected revenues for compliance with the equity requirement are generally not accepted unless the company has definitive contracts and the revenue will be received in the near term. If a transaction will remedy the deficiency, include a balance sheet and income statement evidencing the pro forma effect of the transaction, and showing three columns of data: historical, all adjustments, and the pro forma totals. If a company's plan of compliance includes a private placement involving common stock, convertible securities, a merger, debt conversion, or other similar transactions, it must comply with Nasdaq's Listing Rules and corporate governance requirements, particularly the shareholder approval rules. Please contact Staff in Listing Qualifications by phone at +1 301 978 8008 or Hearings at +1 301 978 8203 for further guidance on these matters.
 
Publication Date*: 7/31/2012 Identification Number: 1023 Mailto Link
Frequently Asked Questions
  If a company appeals a Staff determination to delist its securities based on a late periodic report, what information should it present to a Hearing Panel?
Identification Number 438
The company is expected to explain to the Panel the reason for the late filing and provide an estimated date by which it will become current in all SEC filing obligations, together with a schedule of actions to be completed by the company and its auditors. The company should describe any expected adjustments or restatements relating to the financial statements contained in prior filings. The company should also provide information regarding all public disclosures pertinent to the filing delinquency or forthcoming restatements.
 
Publication Date*: 7/31/2012 Identification Number: 438 Mailto Link
Frequently Asked Questions
  How long does the hearing process take, from the time a hearing is requested until the process is concluded?    
Identification Number 432
A company is typically scheduled for a hearing 30 to 45 days from the date of its request for a hearing, and informed of this date and time within a week of its request. The Hearing Panel typically issues a decision within 30 days of the hearing. If the Panel grants an exception and allows the company to remain listed while working to regain compliance, the company will remain under the jurisdiction of the Panel for the balance of that exception period.
 
Publication Date*: 7/31/2012 Identification Number: 432 Mailto Link
Frequently Asked Questions
  How long does the hearing itself take, and what occurs at the hearing?
Identification Number 433
A company is allotted approximately 50 minutes to make its presentation. The hearing takes place in a conference room before two panelists, a Hearings Advisor, and a court reporter.  Staff does not typically attend, but may; if Staff decides to attend, the company will be informed. A company may make its presentation in any form it wishes and should expect questions from the Panel. The Panel will want to understand the reasons for the company's deficiency and the specific details of its plan of compliance, including a timeline for regaining compliance.  
 
Publication Date*: 7/31/2012 Identification Number: 433 Mailto Link
Frequently Asked Questions
  How soon will the Panel make a decision, and what authority does the Panel have in making decisions about a company's listing?
Identification Number 435
The Panel generally issues a written decision within 30 days after the hearing, but a company could receive a written decision sooner. The Panel has the authority to delist a company; transfer its shares to the Capital Market; or allow continued listing.
 
If a Panel determines that a company has presented a definitive plan that will likely enable it to achieve and sustain long-term compliance, it may grant the company a conditional listing, known as an exception. Exceptions are of limited duration and often incorporate milestones measuring the company's progress in regaining compliance. A Panel has discretion to grant an exception not to exceed 180 days from the date of a delisting notification. If a Panel does not grant an exception, or a company fails to meet the conditions of the exception, the company will be notified in writing that the Panel has determined to delist the company's securities, or that its securities will be transferred to the Nasdaq Capital Market.

When a Panel issues a delisting decision, a company's securities will be suspended from trading on the Nasdaq Stock Market, effective on the second business day after the decision is issued. The formal removal of the company's listing on the Nasdaq Stock Market will occur after all appeal rights have been exhausted, which may take several months. Nasdaq will notify the SEC of the removal of the company's listing by filing a Form 25 and will send a copy to the company. Under SEC rules, Nasdaq must also issue a press release at that time announcing the removal and final delisting.
 
Publication Date*: 7/31/2012 Identification Number: 435 Mailto Link
Frequently Asked Questions
  How long can a company remain listed if it is late in filing its periodic reports because of an internal investigation, accounting issues, restatements, or other similar concerns?
Identification Number 440
A company may remain listed while deficient in its filing obligations for a maximum period of 360 days from the due date of the initial late periodic report (as extended by Exchange Act Rule 12b-25, if applicable).
 
When a company is late in filing a required periodic report with the SEC, Nasdaq Staff will ordinarily request that it submit a plan of compliance within 60 days. Upon review of the plan of compliance, Staff may allow the company to remain listed for up to 180 days from the due date of the filing. If a company is not current in its filings at the end of the 180 day period, Staff will send a delisting determination in a letter to the company.
 
In certain cases, Staff may determine that the circumstances which gave rise to the late filing raise public interest concerns pursuant to Listing Rule 5101 and that the company should be required to submit its plan of compliance within a shorter period of time. It is also possible that Staff may determine that the circumstances leading to a late filing, coupled with the resulting lack of publicly available information, requires the imposition of a trading halt. Staff will request further information from the company during the halt to enable it to determine whether public disclosures can be made that would allow a resumption of trading and whether the continued listing of the company on Nasdaq is appropriate. The length of a trading halt can vary and there are no prescribed rules that limit how long trading may be halted.
 
Any Staff determination to delist a company for failing to file financial reports or related public interest concerns can be appealed to a Hearings Panel. A request for a hearing before a Panel will automatically stay delisting action for 15 days from the date the request for an appeal is due. A company may request that a Panel extend the stay until a hearing takes place and the Panel issues a decision. A hearing to consider such matters is typically scheduled within four weeks of the date of the company's request. After review of a company's plan of compliance and a hearing, a Panel may grant the company additional time to remain listed or determine that the company should be delisted. A Panel may not, however, grant an extension which would exceed 360 days from the due date of the initial late filing. A Panel also has no authority to lift a trading halt during the pendency of an extension.
 
A company may appeal a Panel decision to the Nasdaq Listing and Hearing Review Council (the "Listing Council"). An appeal to the Listing Council does not stay a Panel's decision to delist a company's securities. Therefore, any subsequent trading in the company's securities will take place in the over-the-counter markets and any trading halt which was imposed by Nasdaq will not continue after that date. See Listing Council Appeals FAQs for additional information.
 
Publication Date*: 7/31/2012 Identification Number: 440 Mailto Link
Frequently Asked Questions
  What rules govern the Hearing Process?
Identification Number 426
Listing Rule Series 5800 governs the Hearing Process. Companies may call a Hearings Advisor with questions related to the Hearing Process by dialing +1 301 978 8203.
 
Publication Date*: 7/31/2012 Identification Number: 426 Mailto Link
Frequently Asked Questions
  May a company appeal a Hearing Panel's decision?
Identification Number 448
Yes. A company may appeal a Panel's decision to the Listing Council. The Listing Council may also decide to call the decision for review. The appeal to the Listing Council does not stay a Panel's decision or the suspension of the trading of a company's shares pending a final determination by the Listing Council. If the Listing Council overturns a Panel decision, then the company's securities may be reinstated on Nasdaq. After a determination by the Listing Council, a company may appeal to the SEC and, from there, it may proceed to the federal court system. See Listing Council Appeals FAQs for additional information.
 
Publication Date*: 7/31/2012 Identification Number: 448 Mailto Link
Frequently Asked Questions
  May a company that has been delisted become listed on Nasdaq again, and is there a waiting period?
Identification Number 452
Yes. A Company may re-list on Nasdaq after a delisting.  Nasdaq does not impose a waiting period to re-list a company's securities so long as the company meets all initial listing standards. The company can file a new listing application at any time after it is delisted, and can be re-listed, provided that it successfully completes the initial listing process and meets all the initial listing requirements for the respective market. Ordinarily, a company will be required to pay the initial listing fees to re-list. However, If a company was removed solely for failure to timely file its periodic reports and regains compliance with this requirement within one year of its delisting, then Nasdaq will waive initial listing fees.
 
Publication Date*: 7/31/2012 Identification Number: 452 Mailto Link
Frequently Asked Questions
  Who makes decisions at a hearing?
Identification Number 441
A Hearing Panel will render a decision with respect to a company's ability to regain compliance with the listing standards. The Panel consists of two professionals from the business community, who are independent of Nasdaq, and have been authorized by Nasdaq's Board of Directors to render decisions. The pool of panelists includes academics, accountants, auditors, corporate officers, investor advocacy representatives, investment bankers, securities lawyers, and venture capitalists.
 
Publication Date*: 7/31/2012 Identification Number: 441 Mailto Link
Frequently Asked Questions
  Will Nasdaq Staff attend the hearing?
Identification Number 442
Staff generally will not attend a company's hearing as Staff's position will have been presented to the Panel in a written memorandum. However, in some circumstances, Staff may choose to attend the hearing. A company will be notified if Staff plans to attend.
 
Publication Date*: 7/31/2012 Identification Number: 442 Mailto Link
Frequently Asked Questions
  May a company submit additional information at a later date?
Identification Number 443
Generally, a company will not be allowed to submit additional information to Staff or a Hearing Panel after the date set forth in the letter scheduling the hearing. However, a company may submit additional information at the hearing. If a company chooses to submit additional information at its hearing, any materials must be emailed to hearings@nasdaq.com, and the company should bring four copies of the materials to the hearing.
 
Publication Date*: 7/31/2012 Identification Number: 443 Mailto Link
Frequently Asked Questions
  Will a company receive a copy of its hearing transcript?
Identification Number 444
A company may request a copy of the written transcript directly from the court reporter and will need to pay the applicable fee.
 
Publication Date*: 7/31/2012 Identification Number: 444 Mailto Link
Frequently Asked Questions
  Are Hearing Panel's decisions made public?
Identification Number 446
No. Nasdaq does not make a Panel's decision letter publicly available. However, Nasdaq cannot guarantee confidentiality since documents and information provided to Nasdaq may be subject to subpoenas from private parties or requests for access from federal or state government agencies and self-regulatory bodies. Under some circumstances, Nasdaq may also transfer company materials or information to FINRA and the SEC. A company should consider whether the terms of the Panel's decision require disclosure under the federal securities laws.
 
Publication Date*: 7/31/2012 Identification Number: 446 Mailto Link
Frequently Asked Questions
  If a company is delisted from the Nasdaq Stock Market, what are some alternatives?
Identification Number 451
A company that is delisted by Nasdaq may be eligible for quotation on FINRA's Over-the-Counter Bulletin Board (the OTCBB) if a market maker makes application to register and quote the security in accordance with SEC Rule 15c2-11, and such application (a Form 211) is cleared. Only a market maker, not the company, may file a Form 211. For more information on the OTCBB, see www.otcbb.com. Late filers cannot have their securities quoted on the OTCBB until the filings are current. There are other unregulated markets where the company may be quoted if it cannot qualify for quotation on the OTCBB.
 
Publication Date*: 7/31/2012 Identification Number: 451 Mailto Link
Frequently Asked Questions
  What factors does the Panel consider when deciding whether to continue the listing of a company that has filed for bankruptcy protection?  
Identification Number 410
The Panel will delist the company if the company cannot demonstrate that it is in compliance with Nasdaq's listing requirements or that it will regain compliance within a reasonable period of time. In that regard, the Panel will request that the company provide current financial statements demonstrating compliance with the Nasdaq listing requirements as well as projected income statements indicating that the company will be able to sustain compliance. With respect to future compliance, the Panel will principally focus on whether the projected loss rate is such that it appears unlikely the company will be able to sustain compliance with the stockholders' equity requirement for the next twelve months (assuming the company does not meet one of the equity listing alternatives such as market value of listed securities or net income from continuing operations in the current fiscal year or two of the three previous fiscal years).
 
In addition to a demonstration that the company can sustain compliance with the listing requirements, the Panel may also require the company to show that the common shareholders and potential investors are likely to maintain a meaningful economic interest in the post-bankruptcy entity. Further, the Panel may request the company to demonstrate that it plans a near-term emergence from bankruptcy, for example, through a pre-packaged bankruptcy plan.
 
Publication Date*: 7/31/2012 Identification Number: 410 Mailto Link
Frequently Asked Questions
  What is the "call for review" process?
Identification Number 456
The Listing Council reviews all Panel decisions and any member of the Listing Council may request that the full Listing Council review a Panel decision, regardless of whether the company appeals the decision. The Listing Council must call the decision for review within 45 calendar days of the Panel's decision. A call for review is solely at the Listing Council's discretion and may be withdrawn at any time. Once the Listing Council calls the decision for review, the process is similar to the Appeals Process. The Listing Council's call for review determination is made without regard to whether the company appeals the Panel decision. However, if the Listing Council subsequently withdraws its call for review, the Listing Council will no longer consider the matter unless the company has filed an appeal within the requisite time period.
 
Publication Date*: 7/31/2012 Identification Number: 456 Mailto Link
Frequently Asked Questions
  What does the company have to do in order to appeal a Panel decision?
Identification Number 457
The Hearing Panel's decision letter will outline the steps necessary to file an appeal. The decision letter will also include a fee payment form. The company must file written notification of its appeal with the Listing Council through the General Counsel's Office of Appeals and Review within 15 calendar days from the date of the Panel's decision. Appeal notifications must be sent by email to appeals@nasdaq.com.
 
The company must also submit the $10,000 appeal fee and the payment form within 15 calendar days from the date of the Panel's decision. Please follow these links for information on paying by check or wire.
 
The company must send proof of payment (e.g., a photocopy of the check or a copy of the wire confirmation) to the General Counsel's Office of Appeals and Review within 15 calendar days of the date of the Panel's decision. Payment verifications must be sent by email to appeals@nasdaq.com.
 
Please note that all companies, including those that participate in the All-Inclusive Annual Listing Fee program, are subject to the appeal fee.
 
Publication Date*: 8/25/2014 Identification Number: 457 Mailto Link
Frequently Asked Questions
  How are the deadlines computed in the delisting letters and in any subsequent dates set by Hearings or Appeals?
Identification Number 458
The company must file written notification of its appeal with the Listing Council through the General Counsel's Office of Appeals and Review within 15 calendar days from the date of the Panel's decision. In accordance with Listing Rule 5840(e), the "clock" does not begin until the day after the letter date and the deadline date is included in the calculation. However, if the deadline date should fall on a Saturday, Sunday, federal holiday or Nasdaq holiday, then the deadline date will be moved to the next business day. In computing all subsequent deadlines, the same principle applies.
 
Publication Date*: 7/31/2012 Identification Number: 458 Mailto Link
Frequently Asked Questions
  What happens when an appeal is requested?
Identification Number 459
Upon receipt of the notification of appeal and the fee, the request will be placed in the earliest available Listing Council docket. The company will be provided with a confirmation and instructions regarding the Appeals Process. A copy of the confirmation letter is forwarded to Listing Qualifications requesting that it provide the Listing Council with an update of the company's compliance with the listing standards and an updated financial worksheet. These updates are also provided to the company, along with a list of those documents comprising the record on review. The company may submit its arguments and any additional information that it wishes the Listing Council to consider by email to appeals@nasdaq.com by a date stipulated in the confirmation letter. The Listing Council then reviews the Panel's decision on the basis of this information. The Listing Council may also consider the existence and content of public filings and press releases issued by the company and the company's non-compliance with any Nasdaq listing requirements.
 
Publication Date*: 7/31/2012 Identification Number: 459 Mailto Link
Frequently Asked Questions
  Is the company entitled to an oral hearing before the Listing Council?
Identification Number 460
No. According to the procedures for review by the Listing Council in Listing Rule 5820(e), the Listing Council "will consider the written record and, at its discretion, hold additional hearings." It should be noted that the Listing Council has never requested an oral hearing.
 
Publication Date*: 7/31/2012 Identification Number: 460 Mailto Link
Frequently Asked Questions
  What is the Listing Council's level of review when it considers a matter?
Identification Number 455
The Listing Council conducts a de novo review of the Panel's decision. It considers information available subsequent to the Panel's decision, including new deficiencies and the cure of prior deficiencies. It will also consider all information provided by the company prior to the date stipulated by the Listing Council in its letter confirming the receipt of the request for review. The Listing Council may also consider public filings or press releases of the company.
 
Publication Date*: 7/31/2012 Identification Number: 455 Mailto Link
Frequently Asked Questions
  How long does the Appeals Process take?
Identification Number 461
Generally, the process takes two to three months from the time the notice of appeal is received from the company to the time that the Listing Council issues its decision. The Listing Council generally meets once a month. However, a decision is not considered to be a final action until the Nasdaq Board declines to call the matter for review. Accordingly, this may add another one to three months before the company can appeal the decision to the SEC. The company is required to exhaust all of its administrative remedies within Nasdaq before it can file an appeal with the SEC.
 
Publication Date*: 7/31/2012 Identification Number: 461 Mailto Link
Frequently Asked Questions
  Is a Listing Council decision public?
Identification Number 462
Nasdaq publishes summaries of Listing Council decisions on its website, in a manner that removes information that would allow identification of the company.
 
Publication Date*: 7/31/2012 Identification Number: 462 Mailto Link
Frequently Asked Questions
  Does an appeal postpone the delisting of the company's securities?
Identification Number 463
No. A request by the company for review of a Panel decision by the Listing Council will not operate as a stay of the Panel decision. In addition, a call for review of a Panel decision by the Listing Council does not operate as a stay of the Panel decision, unless the call for review specifies to the contrary. In some circumstances, the Listing Council may, on its own initiative, stay the delisting.
 
Publication Date*: 7/31/2012 Identification Number: 463 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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