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1- 8 of 8
Search Results for:
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Ordering of Search Results
When searching across multiple libraries:
FAQs will appear in alphabetical order by category and sub-category
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).
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Libraries:
FAQs - Listings
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Filters:
Continued Listing; Filing
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Identification Number
1834
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The Holding Foreign Companies Accountable Act (“HFCAA”) requires the Securities and Exchange Commission to identify public companies that have retained a registered public accounting firm to issue an audit report where the firm has a branch or office that: (1) is located in a foreign jurisdiction, and (2) the Public Company Accounting Oversight Board (“PCAOB”) has determined that it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction. The Commission publishes a list of the companies it has identified at https://www.sec.gov/hfcaa. Nasdaq has additional information about the HFCAA available here.
Under the HFCAA, if a company has three consecutive years where it is identified as having an auditor that the PCAOB is unable to inspect, then the Commission must prohibit the securities of the issuer from being traded, including on a national securities exchange.
If the Commission prohibits trading of a Nasdaq-listed issuer under the HFCAA, then Nasdaq will halt trading of the company’s securities and initiate delisting proceedings. Specifically, Nasdaq Listing Rule 5101 allows Nasdaq to suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for listing on Nasdaq. A prohibition on trading by the Commission under the HFCAA would be an event that would prevent trading on Nasdaq, and therefore would warrant delisting under this rule.
Following a Commission prohibition, Nasdaq will request information from the company about the Commission's determination and the company’s ability to trade in the United States, and immediately halt trading pursuant to Rule 4120(a)(5)(B) until the company provide information satisfactory to Nasdaq demonstrating that it is eligible to trade (such as an updated determination from the Commission). Furthermore, Nasdaq Listing Qualifications’ staff will issue a delisting determination to the company under Nasdaq Rule 5810(c)(1). While the company may appeal that determination to a Hearings Panel pursuant to Nasdaq Rule 5815, the company’s securities would remain halted during any such appeal and Nasdaq would not resume trading during the Commission’s prohibition even if the Hearings Panel allows the continued listing of the company’s securities.
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Publication Date*:
5/6/2022
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Identification Number:
1834
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Identification Number
369
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The company must comply with the SEC or other federal or state regulatory authority filing obligations. If the company does not submit its filings via the SEC's EDGAR system, then it is required to submit two copies to Nasdaq's Listing Qualifications or email an electronic version of the report to continuedlisting@nasdaq.com. The company should refer to Listing Rules 5250(c) and 5250(d).
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Publication Date*:
7/31/2012
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Identification Number:
369
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Identification Number
313
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Yes. Nasdaq-listed companies are required to file with Nasdaq copies of all reports and other documents filed or required to be filed with the SEC (or other appropriate regulatory authority) on or before the applicable due date. This requirement is considered fulfilled if the company files the report or document with the SEC through the EDGAR system. A company that does not file through the EDGAR system is required to provide two copies of the report to Nasdaq unless the company emails a copy to continuedlisting@nasdaq.com. Please see the Distribution of Annual & Interim Reports Frequently Asked Questions for more information regarding the filing of SEC periodic reports.
Banks and officers and directors of listed companies that file with the FDIC must still provide paper copies to Nasdaq. Currently, Nasdaq systems do not have an electronic link with FDICconnect; therefore, Nasdaq is not notified when filings are made through that system.
For additional information regarding the reporting requirements of Nasdaq's listed companies, please refer to the Continued Listing Guide.
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Publication Date*:
7/31/2012
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Identification Number:
313
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Identification Number
372
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In general, Nasdaq rules provide a company that is delinquent in its periodic filing obligations with 60 days to submit a plan of compliance to the Listing Qualifications Staff, although this timeframe can be shortened at Staff's discretion. Based on that plan, the Staff may grant the company up to 180 days from the due date for the periodic report to regain compliance. In determining whether to grant a company additional time, Staff will consider the company's specific circumstances, including the company's past compliance history, the reasons for the late filing, corporate events that may occur within the exception period, the company's general financial status, the company's disclosures to the market, and the likelihood that the filing can be made within the exception period.
In addition, Nasdaq will broadcast an indicator over its market data dissemination network noting the company's non-compliance. The indicator will be displayed with quotation information related to the company's securities on Nasdaq.com, NasdaqTrader.com and by other third-party providers of market data information. Also, Nasdaq posts a list of all non-compliant Nasdaq companies and the reason(s) for such non-compliance on our website. Click here to view the list. The company will be included in this list commencing five business days from the date of the delinquency notification.
The company can regain compliance with the requirement by filing the late periodic report and any other delinquent reports with due dates falling before the end of the exception period. If a company fails to regain compliance prior to the expiration of a Staff exception or if Staff does not accept the plan of compliance, Staff will issue a Staff Determination indicating that the company is subject to delisting. If that occurs, the company may request a hearing before a Hearing Panel to review the determination. However, in this circumstance only, that request will operate to stay the delisting action for only 15 calendar days from the deadline to request a hearing. In order to obtain a longer stay, the company must, in its request for a hearing, ask that the Panel grant such a longer stay. If it does, the Panel can permit the company to remain listed for up to 180 days from the date of the Staff Determination letter, but in no event more than 360 days from the due date of the company's first late filing. See Hearings FAQs for additional information.
Should the company fail to comply with the terms of the Panel's exception or the Panel determines not to grant an exception, the Panel will issue a delist letter. The company may then appeal the Panel's decision to the Nasdaq Listing and Hearing Review Council (Listing Council). The request for an appeal will not stay the delisting of the company's securities from Nasdaq. Please note that the Listing Council may not grant an exception for a period to exceed 360 days from the due date of the first such late periodic report. See Listing Council Appeals FAQs for additional information.
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Publication Date*:
7/31/2012
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Identification Number:
372
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Identification Number
373
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If the company is required to have its interim financial statements reviewed under AS 4105 and does not comply, Nasdaq views the filing to be incomplete and the company to be delinquent in its filing obligations.
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Publication Date*:
4/10/2023
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Identification Number:
373
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Identification Number
374
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In submitting its plan of compliance to the Staff, the company should provide the following information:
The reasons, including the specific facts and circumstances, for the late filing;
- Whether an investigation into the circumstances underlying the filing delinquency has been initiated by the company's audit committee, auditors, or other internal committee;
- The likelihood that the filing can be made within the initial 180 day exception period;
- The company's past compliance history;
- Whether the company is the subject of any regulatory or judicial investigation;
- Any corporate events that may occur within the exception period;
- The company's general financial status; and
- The company's public disclosures relating to the filing delinquency, any forthcoming restatements, and its financial condition.
The Staff review will be based on information provided by a variety of sources, which may include the company, its audit committee, its outside auditors, the Staff of the SEC and any other regulatory body.
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Publication Date*:
7/31/2012
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Identification Number:
374
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Identification Number
375
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The company should be prepared to provide the following information to the extent it has been ascertained and to supplement that information in writing upon completion of the investigation:
1. A summary of the investigation, including:
- A description of how and when the issues/improprieties originally came to the attention of management and/or the board of directors or audit committee;
- A description of the particular issues under investigation and the scope of the investigation (years covered, geographical reach, etc.);
- A summary or time line of meetings and actions taken by the board, audit committee, or other investigative committee and the law firms, forensic accountants or other consultants retained to assist in the investigation; and
- The findings of the investigation, including a description of all questionable, improper and/or fraudulent actions or practices identified and the names of all individuals found to be responsible for, or have participated in, such conduct (by act or omission), the status of those individuals' employment with the company, and a description of any sanctions or remedial actions taken against those individuals;
2. A description of internal control and/or accounting weaknesses identified during the course of the investigation;
3. A description of all remedial measures that have been or will be implemented by the company (including a schedule for the implementation of those measures not yet adopted);
4. A description of any and all remedial measures and/or internal controls that the company does not plan to implement, which were recommended by the investigatory committee, or by any law, accounting or consulting firm involved in the investigation; and
5. A description of any and all investigations or inquiries by other regulatory authorities.
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Publication Date*:
7/31/2012
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Identification Number:
375
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Identification Number
440
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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. In the case of a company that is subject to delisting for failure to file financial reports, 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.
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Publication Date*:
5/1/2023
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Identification Number:
440
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