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Libraries:   Frequently Asked Questions
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 Identification Number: 31 Mailto Link
Frequently Asked Questions
  How do I create a new Listing of Additional Shares Notification Form?  
Identification Number 51
Click on the Create New Form tab at the top of the Listing Center home page. Then select U.S. Market: Nasdaq from the Select Listing Center drop down menu. Afterwards you will be given a choice of the form to fill out. Select Listing of Additional Shares Notification Form. Then enter unique company identifiers such as ticker and CUSIP or CIK and hit the Enter button.
 
Publication Date*: 7/31/2012 Identification Number: 51 Mailto Link
Frequently Asked Questions
  Can I submit an LAS Notification Form even if I do not have information to fill in all of the required fields?  
Identification Number 52
Yes. After hitting the Submit to Analyst button, you will be prompted to review the submission carefully if all required fields have not been filled out. If you want to submit with fields left blank, click the OK button. If you don't want to submit, click the Cancel button.
 
Publication Date*: 7/31/2012 Identification Number: 52 Mailto Link
Frequently Asked Questions
  How do I update the LAS Notification after it has been submitted?  
Identification Number 53
Once the notification form is submitted, you can update the notification form by clicking on the notification form in My Queue that needs updating. After clicking on the appropriate notification form, update as necessary and complete a new affirmation at the bottom of the form. Then select the Submit to Analyst button.
 
Publication Date*: 7/31/2012 Identification Number: 53 Mailto Link
Frequently Asked Questions
  Is there a document that describes Nasdaq's Listing of Additional Shares notification requirements?
Identification Number 1050

No. Please review these FAQs for important information about Nasdaq's LAS notification and timing requirements.

 
Publication Date*: 11/30/2017 Identification Number: 1050 Mailto Link
Frequently Asked Questions
  Where are the LAS Notification and instructions located on the website?
Identification Number 381
The LAS Notification must be submitted electronically through our Listing Center.  Companies can preview the LAS Form prior to logging into the Listing Center.  See these FAQs for more information.
 
Publication Date*: 7/31/2012 Identification Number: 381 Mailto Link
Frequently Asked Questions
  Are non-U.S. companies required to submit LAS Notifications?
Identification Number 397
Non-U.S. companies are required to submit LAS Notifications unless the non-U.S. company lists only ADRs or ADSs on Nasdaq.
 
Publication Date*: 7/31/2012 Identification Number: 397 Mailto Link
Frequently Asked Questions
  When is a company required to file the LAS Notification?  
Identification Number 382
All companies listed on the Nasdaq Stock Market, except companies that list only ADRs or ADSs, are required to notify Nasdaq at least 15 calendar days prior to:
  • Issuing any common stock, or security convertible into common stock, in connection with the acquisition of the stock or assets of another company, if any officer or director or substantial shareholder of the issuer has a five percent or greater interest (or if such persons collectively have a 10% or greater interest), directly or indirectly, in the company or assets to be acquired or in the consideration to be paid.
  • Issuing securities that may potentially result in a change of control of the issuer.
  • Establishing, or materially amending, a stock option plan, purchase plan or other equity compensation arrangement, pursuant to which stock may be acquired by officers, directors, employees, or consultants unless shareholder approval has been obtained. However, when a company makes an equity grant to induce an individual to accept employment, notification is required to be filed no later than the earlier of: (i) five calendar days after an offer of employment is accepted, or other agreement made, pursuant to which inducement grants will be issued; or, (ii) the date the company discloses the material terms of the grant in a press release.
  • Issuing any common stock, or any security convertible into common stock, in a transaction that may result in the potential issuance of common stock, greater than 10% of either the total shares outstanding or the voting power outstanding on a pre-transaction basis.
Publication Date*: 7/31/2012 Identification Number: 382 Mailto Link
Frequently Asked Questions
  When does a company need to submit a Shares Outstanding Change Form?
Identification Number 71
A Nasdaq company needs to submit this form electronically through the Nasdaq Listing Center when:
 
1) There is an increase or decrease of 5% or more in its shares outstanding as last reported in the Company's last periodic filing. In this case, this form must be submitted to Nasdaq no later than ten calendar days after this occurrence and must include the actual and not the estimated shares outstanding amount;
 
2) It fails to timely file a periodic report with the SEC. In this case, this form must be submitted to Nasdaq within seven calendar days of receiving a delinquency alert letter; or
 
While a company is not required to do so, a Nasdaq company may complete this form any time it wants to provide an update to the number of shares outstanding last reported by the Company.
 
Publication Date*: 11/11/2013 Identification Number: 71 Mailto Link
Frequently Asked Questions
  How does Nasdaq compute the number of shares issuable in a transaction?    
Identification Number 181
In determining the potential issuance in a transaction, Nasdaq will include all shares that are potentially issuable, even if the circumstances for their issuance are remote. For example, if the company has any anti-dilution features or reset provisions or earn-out or similar provisions that could potentially reach the shareholder approval requirement thresholds, then the company would be required to obtain shareholder approval before entering into the transaction.
 
Publication Date*: 7/31/2012 Identification Number: 181 Mailto Link
Frequently Asked Questions
  How should the LAS Notification be submitted?    
Identification Number 387
The LAS Notification and supporting documentation must be filed electronically through the Listing Center. For assistance, please contact Listing Qualifications at +1 301 978 8008 or email us at las@nasdaq.com.
 
Publication Date*: 7/31/2012 Identification Number: 387 Mailto Link
Frequently Asked Questions
  What supporting documentation should be provided with the LAS Notification?
Identification Number 390
The LAS Notification and supporting documentation must be submitted electronically through the Listing Center.
 
If relevant, the company should upload copies of the following information:
  • Acquisition/merger agreement
  • Board resolution
  • Certificate of designation
  • Consent solicitation
  • Copy of option/purchase/reinvestment agreement
  • Plan of reorganization
  • Press release
  • Private placement agreement/circular
  • Professional services agreement
  • Prospectus
  • Proxy statement
  • Remuneration plan
  • Other relevant information.
Documentation available online via the SEC's EDGAR System is not required to be submitted. However, please include the dates of all applicable EDGAR filings in Question 3 under the "Other General Information" section of the LAS Notification.
 
Publication Date*: 7/31/2012 Identification Number: 390 Mailto Link
Frequently Asked Questions
  May a company submit an incomplete LAS Notification?  
Identification Number 391
Yes. Nasdaq encourages companies to submit the LAS Notification as soon as possible, even if all information to complete the notification is not yet known. If an incomplete notification is submitted, the company must provide an update when the terms of the issuance are determined.
 
Publication Date*: 7/31/2012 Identification Number: 391 Mailto Link
Frequently Asked Questions
  What happens if there are changes to the transaction after we submit the LAS Notification?
Identification Number 392
The company should update the same online LAS Notification, upload any amendments to the supporting documentation (e.g., the stock purchase agreement or board resolutions), reaffirm (i.e., electronically sign) and then resubmit the form.
 
Publication Date*: 7/31/2012 Identification Number: 392 Mailto Link
Frequently Asked Questions
  What happens if a company is unable to file the LAS Notification within the prescribed timeframe?  
Identification Number 393
Companies are encouraged to submit the LAS Notification as soon as possible, even if all terms of the transaction and required documentation are not yet available. If the company is concerned about being able to file the LAS Notification within the prescribed timeframe, it should contact its Listing Qualifications analyst by phone +1 301 978 8008 or via email at las@nasdaq.com to discuss the situation.
 
Publication Date*: 7/31/2012 Identification Number: 393 Mailto Link
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 explain clearly the circumstances in its cover letter.
 
Publication Date*: 7/31/2012 Identification Number: 395 Mailto Link
Frequently Asked Questions
  Are there any fees associated with the LAS Notification?
Identification Number 388
No. Under the All- Inclusive Annual Fee program, Nasdaq does not charge a fee for listing additional shares.
 
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*: 11/30/2017 Identification Number: 388 Mailto Link
Frequently Asked Questions
  Will Nasdaq continue to generate invoices after December 31, even though all companies will be subject to the All-Inclusive Annual Fee program starting January 1, 2018?
Identification Number 1449
Yes. In select circumstances, a company may receive an invoice for listing of additional shares or for a substitution listing event or record keeping change after the All-Inclusive Annual Fee program has become effective. These fees are billed in arrears, so companies will owe fees for shares issued through December 31, 2017, which are billed based on SEC filings made during 2018. For example, a company that files a Form 10-K in March 2018 for the period ending December 31, 2017, will receive an invoice for listing of additional shares fees if the balance sheet in this filing shows an increase in the number of shares outstanding from the prior period.
 
Publication Date*: 11/2/2017 Identification Number: 1449 Mailto Link
Frequently Asked Questions
  When is a company required to file the 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 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*: 7/31/2012 Identification Number: 384 Mailto Link
Frequently Asked Questions
  When is a company required to file the 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*: 7/31/2012 Identification Number: 385 Mailto Link
Frequently Asked Questions
  Does an 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 must be filed 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, at least ten calendar days prior to the record date and simultaneously with the public notice in order to be in compliance with Listing Rule 5250(e)(6) and Rule 10b-17 of the Securities and Exchange Act of 1934.
 
Publication Date*: 7/31/2012 Identification Number: 383 Mailto Link
Frequently Asked Questions
  Will the company be notified that the LAS Notification has been approved and that the securities are eligible for trading on Nasdaq?  
Identification Number 394
Nasdaq notifies a company by email when the LAS review process has been completed. However, note that the Nasdaq process, unlike that of other exchanges, is not an approval process. The LAS Notification is notification to Nasdaq that the company intends to issue the securities and is not an application to list the securities. Nasdaq reviews the transaction for compliance with the Listing Rules, notably the shareholder approval and voting rights requirements, and contacts the company if compliance issues are identified or additional information is needed.
 
Publication Date*: 7/31/2012 Identification Number: 394 Mailto Link
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. However, the denominator should not assume the conversion or exercise of any options, warrants or other convertible securities.
 
Publication Date*: 7/31/2012 Identification Number: 182 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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