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Libraries:   FAQs - Listings
Filters:   Notifications and Forms; Listing of Additional Shares
 
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Frequently Asked Questions
  How does the Nasdaq Listing Center work?
Identification Number 31
Each user must create an account. The user can then add multiple forms under a single account, and the forms can be shared with other users. Any user with access to the form can make modifications and updates. You may complete the form in stages or all at once.
 
Please read through all of our Listing Center FAQs to get a better understanding of how the electronic submission process works.  If you still have questions, please call Listing Qualifications Staff at +1 301 978 8001.
 
Publication Date*: 7/31/2012 Mailto Link Identification Number: 31
Frequently Asked Questions
  What information does Nasdaq require when a company is listing additional shares?
Identification Number 1808

You can preview the Listing of Additional Shares Notification prior to logging into the Listing Center to determine what information Nasdaq requires for your company’s particular LAS transaction. 

If you still have questions, please call Listing Qualifications Staff at +1 301 978 8008 or email us at las@nasdaq.com.

Publication Date*: 9/9/2021 Mailto Link Identification Number: 1808
Frequently Asked Questions
  Where can I view a copy of the Listing of Additional Shares Notification Form?
Identification Number 1809
You can preview a copy of Nasdaq’s Listing of Additional Shares Notification Form here.
Publication Date*: 9/9/2021 Mailto Link Identification Number: 1809
Frequently Asked Questions
  Is a company required to alert Nasdaq that the transaction triggering a Listing of Additional Shares Notification Form has been terminated?
Identification Number 1810
Companies can inform the Listing Qualifications Staff that the transaction was terminated by calling +1 301 978 8008 or email us at las@nasdaq.com.
Publication Date*: 9/9/2021 Mailto Link Identification Number: 1810
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

No. While a user may elect to complete this form all at once or in stages, this form cannot be submitted until all questions are completed.  If you hit the Submit Form button prior to completing the form, you will be prompted to complete any required fields that have not been filled out. If you are unable to complete the form at that time, click the button Save for Later to save the form to complete later.

If you have questions or concerns related to completing a Listing of Additional Shares Notification Form, please call Listing Qualifications Staff at +1 301 978 8008 or email us at las@nasdaq.com. 

Publication Date*: 9/9/2021 Mailto Link Identification Number: 52
Frequently Asked Questions
  Can I update or change the Listing of Additional Shares (LAS) Notification Form after it has been submitted?
Identification Number 53
No.  Once your company’s Listing of Additional Shares Notification Form has been submitted, you cannot update or edit it. If you have questions or concerns related to an LAS transaction for which your company has already submitted a notification form, please call Listing Qualifications Staff at +1 301 978 8008 or email us at las@nasdaq.com.
 
Publication Date*: 9/9/2021 Mailto Link Identification Number: 53
Frequently Asked Questions
  Where are the Listing of Additional Shares Notification and instructions located on the website?
Identification Number 381
The LAS Notification Form is located on, and must be submitted electronically through, our Listing Center.  Companies can preview the LAS Notification Form prior to logging into the Listing Center to review instructions and required information.  See these FAQs for more information.

For assistance, please contact Listing Qualifications at +1 301 978 8008 or email us at las@nasdaq.com.

Publication Date*: 9/9/2021 Mailto Link Identification Number: 381
Frequently Asked Questions
  Are non-U.S. companies required to submit Listing of Additional Shares Notification Forms under Listing Rule 5250(e)(2)?
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*: 9/9/2021 Mailto Link Identification Number: 397
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 issuing shares in the transaction.
 
Publication Date*: 9/9/2021 Mailto Link Identification Number: 181
Frequently Asked Questions
  How should the Listing of Additional Shares Notification Form be submitted?
Identification Number 387
The LAS Notification Form must be filed electronically through the Listing Center.

After logging in to the Listing Center, 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. Then select Currently Listed on Nasdaq. Afterwards you will be given a choice of form to fill out. Select Listing of Additional Shares Notification Form. Then enter unique company identifiers such as ticker and CUSIP or CIK, then enter the unique LETTER code, and then click the Enter button.

You may complete the Listing of Additional Shares Notification Form in stages or all at once; however, the form cannot be submitted until all questions are answered.  Upon submission of the form, an email will be sent from the Listing Center notifying you that Nasdaq has received it. You can always access your company’s completed LAS Notification Form online by logging into the Listing Center, but once the form is submitted it cannot be changed.

For assistance, please contact Listing Qualifications at +1 301 978 8008 or email us at las@nasdaq.com.

 

 
Publication Date*: 9/9/2021 Mailto Link Identification Number: 387
Frequently Asked Questions
  What supporting documentation should be provided with the Listing of Additional Shares Notification Form?
Identification Number 390

Nasdaq’s process for Listing of Additional Shares is a notification process, not an approval process.

There is no supporting documentation required to notify Nasdaq of intent to issue additional shares of the listed class other than the Listing of Additional Shares Notification Form, which must be submitted electronically through the Listing Center. You can preview a copy of Nasdaq’s Listing of Additional Shares Notification Form here

 Staff will review completed LAS transactions for compliance with Nasdaq’s Listing Rules (notably the shareholder approval and voting rights requirements) and will contact your company for additional information only if compliance issues are identified.

If you have further questions, please review these FAQs for important information about Nasdaq’s LAS notification and timing requirements and these FAQs for important information about Nasdaq’s shareholder approval and voting rights rules.

 
Publication Date*: 9/9/2021 Mailto Link Identification Number: 390
Frequently Asked Questions
  May a company submit an incomplete Listing of Additional Shares Notification Form?
Identification Number 391

No.  Nasdaq’s Listing Center will not allow an incomplete LAS Notification Form to be submitted.  However, companies may elect to complete a form all at once or in stages prior to submission. Once a Listing of Additional Shares Notification Form has been submitted, it cannot be updated or edited.

If you have questions or concerns related to completing a Listing of Additional Shares Notification Form, please call Listing Qualifications Staff at +1 301 978 8008 or email us at las@nasdaq.com.

Publication Date*: 9/9/2021 Mailto Link Identification Number: 391
Frequently Asked Questions
  What happens if there are changes to our transaction after we submit the Listing of Additional Shares Notification Form?
Identification Number 392
Once Listing of Additional Shares Notification Form has been submitted, you cannot update or edit it. If you have questions or concerns related to a submitted form, please call Listing Qualifications Staff at +1 301 978 8008 or email us at las@nasdaq.com.

 
Publication Date*: 9/9/2021 Mailto Link Identification Number: 392
Frequently Asked Questions
  What happens if a company is unable to file the Listing of Additional Shares Notification within the prescribed timeframe?
Identification Number 393
Companies are encouraged to submit the LAS Notification Form as soon as all required information to complete the form is known.  If you have questions or concerns related to filing a Listing of Additional Shares Notification Form in a timely manner, please call Listing Qualifications Staff at +1 301 978 8008 or email us at las@nasdaq.com.
Publication Date*: 9/9/2021 Mailto Link Identification Number: 393
Frequently Asked Questions
  What if a company is unable to determine the maximum number of shares to be issued?
Identification Number 395
 If the maximum number of shares to be issued cannot be determined, the company should provide its best estimate and include all shares potentially issuable, convertible and exercisable. If you have questions or concerns related to completing a Listing of Additional Shares Notification Form, please call Listing Qualifications Staff at +1 301 978 8008 or email us at las@nasdaq.com.
 
Publication Date*: 9/9/2021 Mailto Link Identification Number: 395
Frequently Asked Questions
  Are there any fees associated with listing additional shares, or with submitting the LAS Notification Form?
Identification Number 388

No. Under the All- Inclusive Annual Fee program, Nasdaq does not charge a fee for listing additional shares or submitting a Listing of Additional Shares Notification Form.

Please note that all companies are still subject to entry and application fees if the company seeks to list a new class of securities.

Publication Date*: 9/9/2021 Mailto Link Identification Number: 388
Frequently Asked Questions
  When is a company required to file the Listing of Additional Shares (LAS) Notification for an equity compensation plan from which it intends to make inducement awards pursuant to Listing Rule 5635(c)(4)?
Identification Number 384
A company is required to notify Nasdaq at least fifteen (15) calendar days prior to 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. This includes a plan that would be used only for inducement awards (the "Inducement Plan"). As such, the company must notify Nasdaq by filing the LAS Notification at least fifteen calendar days prior to establishing the Inducement Plan. Additionally, when a company makes an award from the Inducement Plan to induce an individual to accept employment, it is required to notify Nasdaq by filing the LAS Notification pursuant to Listing Rule 5250(e)(2)(A)(ii) no later than the earlier of: (1) five calendar days after entering into the agreement to issue the securities; or (2) the date the company discloses the material terms of the grant in a press release.
 
Publication Date*: 9/9/2021 Mailto Link Identification Number: 384
Frequently Asked Questions
  When is a company required to file the Listing of Additional Shares (LAS) Notification for an inducement award to a new employee?
Identification Number 385
When a company makes an equity grant to induce an individual to accept employment, pursuant to Listing Rule 5635(c)(4), 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.
 
Publication Date*: 9/9/2021 Mailto Link Identification Number: 385
Frequently Asked Questions
  Does a Listing of Additional Shares (LAS) Notification need to be filed in connection with a rights offering or the adoption of a poison pill?
Identification Number 383
Yes. An LAS Notification Form must be filed fifteen (15) calendar days prior to distributing rights or adopting a poison pill, if the exercise of the rights or triggering of the poison pill may result in the issuance of common stock greater than 10% of either the total shares outstanding or the voting power outstanding on a pre-transaction basis. As always, notice of the distribution must be reported on the Dividend/Distribution/Interest Payment Form, which may be submitted electronically through the Listing Center, as soon as possible after declaration and no later than 10 calendar days prior to record date, and, in any event, no later than simultaneously with the public disclosure 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*: 9/9/2021 Mailto Link Identification Number: 383
Frequently Asked Questions
  Will the company be notified that the Listing of Additional Shares Notification has been approved and that the securities are eligible for trading on Nasdaq?
Identification Number 394

Nasdaq’s process for listing additional shares, unlike that of other exchanges, is NOT an approval process but a notification process.

The form acts as notification to Nasdaq that the company intends to issue the securities and is not an application to list the securities.  Nasdaq notifies a company by email when the Listing of Additional Shares Notification Form has been successfully submitted electronically via the Listing Center

No action beyond filing a Listing Additional Shares Notification Form is required to comply with this rule.

Staff will review completed LAS transactions for compliance with Nasdaq’s Listing Rules (particularly the shareholder approval and voting rights requirements) and will contact your company for additional information only if compliance issues or questions are identified.

If you have further questions, please review these FAQs for important information about Nasdaq’s LAS notification and timing requirements and these FAQs for important information about Nasdaq’s shareholder approval and voting rights rules.

Publication Date*: 9/9/2021 Mailto Link Identification Number: 394
Frequently Asked Questions
  When is a company required to file the Listing of Additional Shares (LAS) Notification Form?
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 fifteen (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*: 9/9/2021 Mailto Link Identification Number: 382
Frequently Asked Questions
  Is there a document that describes Nasdaq's Listing of Additional Shares notification requirements?
Identification Number 1050

For information about Nasdaq’s Listing of Additional Shares process, please review these FAQs for important information about Nasdaq’s LAS notification and timing requirements and these FAQs for important information about Nasdaq’s shareholder approval and voting rights rules.

 
Publication Date*: 9/9/2021 Mailto Link Identification Number: 1050
Frequently Asked Questions
  How is the percentage of shares of common stock to be issued in a transaction calculated?
Identification Number 182
The percentage of shares of common stock to be issued in a transaction is calculated using the following formula:
 
Maximum Potential Issuance of Shares of Common Stock
Pre-transaction Issued and Outstanding Shares of Common Stock
 
To correctly calculate the percentage of shares to be issued, the numerator of this equation must contain all securities initially issued or potentially issuable or potentially exercisable or convertible into shares or common stock as a result of the transaction (e.g., earn-out clauses, penalty provisions, equity compensation awards assumed or in assumed plans, etc.).
 
To correctly determine the denominator, the company should use only issued and outstanding shares. If the company has multiple classes of common stock, all shares should be added together (see FAQ #288). However, the denominator should not assume the conversion or exercise of any options, warrants or other convertible securities.
 
Publication Date*: 7/31/2012 Mailto Link Identification Number: 182
Frequently Asked Questions
  How do I create a new Listing of Additional Shares Notification Form?
Identification Number 51
After logging in to the Listing Center, 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 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.

You can preview a copy of Nasdaq’s Listing of Additional Shares Notification Form here

You may complete the Listing of Additional Shares Notification Form in stages or all at once; however, the form cannot be submitted until all questions are answered.  You can always access your company’s completed LAS Notification Form online by logging into the Listing Center, but once the form is submitted it cannot be changed.
Publication Date*: 9/9/2021 Mailto Link Identification Number: 51
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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