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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.  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.

Publication Date*: 5/1/2023 Mailto Link Identification Number: 440
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