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Frequently Asked Questions
  When a company lists in connection with a public offering, how does Nasdaq measure compliance with initial listing requirements that are dependent on the price of the company's security?
Identification Number 1849
To qualify a company listing pursuant to a public offering, Nasdaq relies on the information reported in the company’s publicly filed registration statement.  Specifically, Nasdaq will use the number of securities to be sold in the offering and the minimum of the offering price range disclosed in that registration statement to determine compliance with the applicable price-based initial listing standards, including the bid price requirement, the market value of listed securities, and the market value of publicly held shares.  The amount raised for purposes of calculating the company’s equity will be calculated in the same way.  

For example, if the company is selling 1 million shares at a price range from $14 to $16, Nasdaq will use $14 as the bid price and $14 million as the total offering size when determining if the company qualifies for listing.

Sometimes amendments are made to a registration statement prior to listing that reduce the minimum offering price.  In such cases, Nasdaq will recalculate the company’s compliance based on the lower minimum offering price.  Companies should consider whether they must also increase the number of shares offered in the amended registration statement, so that the registration statement demonstrates that the company satisfies all of the applicable initial listing requirements.  Failure to do so could delay the company’s listing until another amendment is filed.  

For offerings including units, please refer to FAQ 1836 for a description of how Nasdaq values the underlying components of the units for determining the minimum bid price for the primary equity security.
 
Publication Date*: 8/15/2022 Mailto Link Identification Number: 1849
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