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5400. The Nasdaq Global Market
5401. Preamble to The Nasdaq Global Market Listing Requirements

This section contains the initial and continued listing requirements and standards for listing a Company's Primary Equity Security on The Nasdaq Global Market. This section also contains the initial and continued listing requirements for Rights and Warrants, and Preferred and Secondary Classes of Common Stock on the Global Market. An Equity Investment Tracking Stock may be listed as a Primary Equity Security or as a Secondary Class of Common Stock, as applicable, provided it must also meet the initial and continued listing requirements, as applicable, set forth in Rule 5222.

In addition to meeting the quantitative requirements in this section, a Company must meet the requirements of the Rule 5100 Series, the disclosure obligations set forth in the Rule 5200 Series, the Corporate Governance requirements set forth in the Rule 5600 Series, and pay any applicable fees in the Rule 5900 Series. A Company's failure to meet any of the continued listing requirements will be processed in accordance with the provisions set forth in the Rule 5800 Series.

Companies that meet the requirements of the Rule 5500 Series, but are not listed on the Nasdaq Global Market, are listed on the Nasdaq Capital Market.

For the requirements relating to other securities listed on the Global Market, see the Rule 5700 Series.

Amended by SR-NASDAQ-2009-052 eff. June 16, 2009; amended June 8, 2017 (SR-NASDAQ-2017-058), operative July 8, 2017.

5405. Initial Listing Requirements and Standards for Primary Equity Securities

A Company applying to list its Primary Equity Security on the Global Market shall meet all of the requirements set forth in Rule 5405(a) and at least one of the Standards in Rule 5405(b).

(a) Initial Listing Requirements for Primary Equity Securities:

(1) Minimum bid price of at least $4 per share;

(2) At least 1,100,000 Unrestricted Publicly Held Shares;

(3) (i) At least 400 Round Lot Holders; and (ii) at least 50% of such Round Lot Holders must each hold Unrestricted Securities with a Market Value of at least $2,500; provided that (ii) shall not apply to a Company whose business plan is to complete one or more acquisitions, as described in IM-5101-2;

(4) If the security is trading in the U.S. over-the-counter market as of the date of application, such security must have a minimum average daily trading volume of 2,000 shares over the 30 trading day period prior to listing (including trading volume of the underlying security on the primary market with respect to an ADR), with trading occurring on more than half of those 30 days, unless such security is listed on the Exchange in connection with a firm commitment underwritten public offering of at least $4 million; and

(5) In the case of ADRs, at least 400,000 issued.

(b) Initial Listing Standards for Primary Equity Securities:

(1) Income Standard

(A) Annual income from continuing operations before income taxes of at least $1,000,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years;

(B) Stockholders' equity of at least $15 million;

(C) Market Value of Unrestricted Publicly Held Shares of at least $8 million; and

(D) At least three registered and active Market Makers.

(2) Equity Standard

(A) Stockholders' equity of at least $30 million;

(B) Two-year operating history;

(C) Market Value of Unrestricted Publicly Held Shares of at least $18 million; and

(D) At least three registered and active Market Makers.

(3) Market Value Standard

A Company listed under this paragraph does not also need to be in compliance with the quantitative criteria for initial listing in the Rule 5500 series.

(A) Market Value of Listed Securities of $75 million (current publicly traded Companies must meet this requirement and the $4 bid price requirement for 90 consecutive trading days prior to applying for listing if qualifying to list only under the Market Value Standard);

(B) Market Value of Unrestricted Publicly Held Shares of at least $20 million; and

(C) At least four registered and active Market Makers.

(4) Total Assets/Total Revenue Standard

A Company listed under this paragraph does not also need to be in compliance with the quantitative criteria for initial listing in the Rule 5500 series.

(A) Total assets and total revenue of $75 million each for the most recently completed fiscal year or two of the three most recently completed fiscal years;

(B) Market Value of Unrestricted Publicly Held Shares of at least $20 million; and

(C) At least four registered and active Market Makers.

Adopted March 12, 2009 (SR-NASDAQ-2009-018); amended by SR-NASDAQ-2009-040 eff. April 27, 2009; amended July 5, 2019 (SR-NASDAQ-2019-009), operative Aug. 4, 2019; amended Jan. 21, 2021 (SR-NASDAQ-2020-069); amended March 24, 2021 (SR-NASDAQ-2021-013).

IM-5405-1. Determination of Price-Based Requirements for Direct Listings on the Nasdaq Global Market

Generally, Nasdaq rules allow Direct Listings, as defined in IM-5315-1, provided the Company meets all applicable initial listing requirements for the Nasdaq Global Market and the additional requirements in this IM-5405-1. This Interpretative Material describes when a Company whose stock is not previously registered under the Exchange Act may list on the Nasdaq Global Market, where such Company is listing without a related underwritten offering upon effectiveness of a registration statement registering only the resale of shares sold by the company in earlier private placements.

(a) In determining whether such Company satisfies the initial listing requirements for the Nasdaq Global Market based on the price of a security, including the bid price, Market Value of Listed Securities and Market Value of Unrestricted Publicly Held Shares requirements, Nasdaq will determine the security's price as follows:

(1) If the Company's security has had sustained recent trading in a Private Placement Market, Nasdaq will attribute a price, Market Value of Listed Securities, and Market Value of Unrestricted Publicly Held Shares to the Company equal to the lesser of (i) the value calculable based on a Valuation, as defined in Listing Rule IM-5315-1, that meets the requirements of IM-5315-1(e) and (f) and (ii) the value calculable based on the most recent trading price in a Private Placement Market.

(2) For a security that has not had sustained recent trading in a Private Placement Market prior to listing, Nasdaq generally requires a Valuation that meets the requirements of Listing Rules IM-5315-1(e) and (f) evidencing a price, Market Value of Listed Securities and Market Value of Unrestricted Publicly Held Shares that exceeds 200% of the otherwise applicable requirement.

(3) Notwithstanding the Valuation requirements in paragraphs (1) and (2) above, in lieu of a Valuation Nasdaq may (but is not required to) accept other compelling evidence that the security's price, Market Value of Listed Securities and Market Value of Unrestricted Publicly Held Shares exceed 250% of the otherwise applicable requirement. For this purpose:

(i) Nasdaq shall consider only a tender offer for cash by the Company or an unaffiliated third party, a sale between unaffiliated third parties involving the Company's equity securities, or equity security sales by the Company to be compelling evidence.

(ii) To constitute compelling evidence, transactions described in paragraph IM-5405-1(a)(3)(i) above must:

(A) Have been completed (and, in the case of a tender offer, have been commenced and completed) within the prior six months;

(B) Have represented at least 20% of the applicable Market Value of Unrestricted Publicly Held Shares requirement; and

(C) Not have involved affiliates of the Company unless such participation is de minimis. To be considered de minimis for purposes of this subsection, the transaction must comply and the Company must certify in writing compliance with the following requirements:

(1) Any affiliate's participation must be less than 5% of the transaction (and all affiliates' participation collectively must be less than 10% of the transaction);

(2) Such participation must have been suggested or required by unaffiliated investors; and

(3) The affiliates must not have participated in negotiating the economic terms of the transaction.

(4) For a Company transferring from a foreign regulated exchange or listing on Nasdaq while trading on such exchange, Nasdaq will determine that the Company has met the applicable price-based requirements based on the most recent trading price in such market. This provision applies only where there is a broad, liquid market for the Company's shares in its country of origin.

(5) Nasdaq will examine the trading price trends for the stock in the Private Placement Market over a period of several months prior to listing and will only rely on a Private Placement Market price if it is consistent with a sustained history over that several month period evidencing a market value in excess of Nasdaq's market value requirement.

(b) Securities qualified for listing under this IM-5405-1 must begin trading on Nasdaq following the initial pricing through the mechanism outlined in Rule 4120(c)(8) and Rule 4753. To allow such initial pricing, the Company must: (i) in accordance with Rule 4120(c)(9), have a broker-dealer serving in the role of financial advisor to the issuer of the securities being listed, who is willing to perform the functions under Rule 4120(c)(8) that are performed by an underwriter with respect to an initial public offering and (ii) list upon effectiveness of a Securities Act of 1933 registration statement filed solely for the purpose of allowing existing shareholders to sell their shares.

Adopted Dec. 3, 2019 (SR-NASDAQ-2019-059).

5406. Alternative Initial Listing Requirements for Companies whose Business Plan is to Complete One or More Acquisitions

In addition to being able to list under the requirements described in Rule 5405, a Company whose business plan is to complete one or more acquisitions, as described in IM-5101-2 (an “Acquisition Company”), can alternatively list its Primary Equity Security (other than an ADR) on the Nasdaq Global Market as set forth in this Rule. For Acquisition Companies that list at the time of their IPOs, Nasdaq will require that the offering be on a firm commitment basis, and, if necessary, Nasdaq will rely on a written commitment from the underwriter to represent the anticipated value of the Acquisition Company’s offering in order to determine an Acquisition Company’s compliance with certain listing standards, including the number of Publicly Held Shares.

(a)  The Acquisition Company must satisfy all requirements described in IM-5101-2;

(b)  The Acquisition Company must have a Market Value of Listed Securities of at least $100 million;

(c)  The Primary Equity Security must:

(1) have a closing price or, if listing in connection with an IPO, an IPO price of at least $4 per share;

(2) have a Market Value of Publicly Held Shares of at least $80 million;

(3) have at least 1,100,000 Publicly Held Shares; and

(4) satisfy one of the following distribution criteria: 

(A) In the case of an Acquisition Company listing in connection with an IPO, at least 300 Round Lot Holders.

(B) In the case of an Acquisition Company listing in connection with a transfer or quotation:

(1) at least 300 Round Lot Holders; or

(2) at least 2,200 total stockholders and average monthly trading volume of 100,000 shares (for most recent 6 months); or

(3) at least 500 total stockholders and average monthly trading volume of 1,000,000 shares (for most recent 12 months).

(d)  As required by Rule 5225(a)(1)(A), if the Acquisition Company lists units, the components of the units (other than Primary Equity Security, which must satisfy the requirements of Rule 5406(c)) must satisfy the initial listing requirements for the Nasdaq Global Market applicable to the component. If a component of a unit is a warrant, it must meet the following additional requirements:

(1) At least 1,000,000 warrants outstanding;

(2) At least $4 million aggregate market value;

(3) Warrants should have a minimum life of one year; and

(4) The Exchange will not list warrant issues containing provisions which give the company the right, at its discretion, to reduce the exercise price of the warrants for periods of time, or from time to time, during the life of the warrants unless (i) the company undertakes to comply with any applicable tender offer regulatory provisions under the federal securities laws, including a minimum period of 20 business days within which such price reduction will be in effect (or such longer period as may be required under the SEC’s tender offer rules) and (ii) the company promptly gives public notice of the reduction in exercise price in a manner consistent with the Exchange’s immediate release policy set forth in Rules 5250(b)(1) and IM-5250-1. The Exchange will apply the requirements in the immediately preceding sentence to the taking of any other action which has the same economic effect as a reduction in the exercise price of a listed warrant. This policy will not preclude the listing of warrant issues for which regularly scheduled and specified changes in the exercise price have been previously established at the time of issuance of the warrants.

Adopted March 12, 2009 (SR-NASDAQ-2009-018); amended by SR-NASDAQ-2009-040 eff. April 27, 2009; amended July 5, 2019 (SR-NASDAQ-2019-009), operative Aug. 4, 2019; amended Jan. 21, 2021 (SR-NASDAQ-2020-069); amended March 24, 2021 (SR-NASDAQ-2021-013); amended Nov. 12, 2021 (SR-NASDAQ-2021-092).

5410. Initial Listing Requirements for Rights and Warrants

For initial listing, the rights or warrants must meet all the requirements below:

(a) At least 450,000 rights or warrants issued;

(b) The underlying security must be listed on the Global Market or be a Covered Security;

(c) There must be at least three registered and active Market Makers; and

(d) In the case of warrants, there must be at least 400 Round Lot Holders (except that this requirement will not apply to the listing of warrants in connection with the initial firm commitment underwritten public offering of such warrants).

Adopted Mar. 12, 2009 (SR-NASDAQ-2009-018); amended Feb. 19, 2010 (SR-NASDAQ-2010-024).

5415. Initial Listing Requirements for Preferred Stock and Secondary Classes of Common Stock

(a) When the Primary Equity Security of the Company is listed on the Global Market or is a Covered Security, the preferred stock or secondary class of common stock must meet all of the requirements set forth in (1) through (6) below.

(1) At least 200,000 Unrestricted Publicly Held Shares;

(2) A Market Value of Unrestricted Publicly Held Shares of at least $4,000,000;

(3) Minimum bid price of at least $4 per share;

(4) At least 100 Round Lot Holders and at least 50% of such Round Lot Holders must each hold Unrestricted Securities with a Market Value of at least $2,500;

(5) At least three registered and active Market Makers; and

(6) If the security is trading in the U.S. over-the-counter market as of the date of application, such security must have a minimum average daily trading volume of 2,000 shares over the 30 trading day period prior to listing, with trading occurring on more than half of those 30 days, unless such security is listed on the Exchange in connection with a firm commitment underwritten public offering of at least $4 million.

(b) When the Company's Primary Equity Security is not listed on the Global Market or is not a Covered Security, the preferred stock and/or secondary class of common stock may be listed on the Global Market so long as it satisfies the initial listing criteria for Primary Equity Securities set forth in Rule 5405.

Adopted March 12, 2009 (SR-NASDAQ-2009-018); amended August 18, 2009 (SR-NASDAQ-2009-078); amended July 5, 2019 (SR-NASDAQ-2019-009), operative Aug. 4, 2019.

5450. Continued Listing Requirements and Standards for Primary Equity Securities

A Company that has its Primary Equity Security listed on the Global Market must continue to substantially meet all of the requirements set forth in Rule 5450(a) and at least one of the Standards in Rule 5450(b). Failure to meet any of the continued listing requirements will be processed in accordance with the provisions set forth in the Rule 5800 Series. A security maintaining its listing under 5450(b)(3) need not also be in compliance with the quantitative maintenance criteria in the Rule 5500 series.

(a) Continued Listing Requirements for Primary Equity Securities:

(1) Minimum bid price of $1 per share; and

(2) At least 400 Total Holders.

(b) Continued Listing Standards for Primary Equity Securities:

(1) Equity Standard

(A) Stockholders' equity of at least $10 million;

(B) At least 750,000 Publicly Held Shares;

(C) Market Value of Publicly Held Shares of at least $5 million; and

(D) At least two registered and active Market Makers.

(2) Market Value Standard

(A) Market Value of Listed Securities of at least $50 million;

(B) At least 1,100,000 Publicly Held Shares;

(C) Market Value of Publicly Held Shares of at least $15 million; and

(D) At least four registered and active Market Makers.

(3) Total Assets/Total Revenue Standard

(A) Total assets and total revenue of at least $50 million each for the most recently completed fiscal year or two of the three most recently completed fiscal years;

(B) At least 1,100,000 Publicly Held Shares;

(C) Market Value of Publicly Held Shares of at least $15 million; and

(D) At least four registered and active Market Makers.

Adopted March 12, 2009 (SR-NASDAQ-2009-018).

5452. Continued Listing Requirements for Acquisition Companies listed under Rule 5406

A Company whose business plan is to complete one or more acquisitions, as described in IM-5101-2 (an “Acquisition Company”), that qualified for listing on the Nasdaq Global Market pursuant to the alternative initial listing requirements in Rule 5406 must continue to meet all of the requirements set forth in this rule and IM-5101-2, in addition to the minimum bid price of $1 per share requirement in Rule 5450(a)(1) and the requirement to have at least four registered and active Market Makers in Rule 5450(b)(2)(D). All other continued listing requirements of Rule 5450 are superseded by the requirements set forth below.

(a) Until an Acquisition Company has satisfied the condition of consummating its business combination described in Rule IM-5101-2(b), Nasdaq will promptly initiate suspension and delisting procedures if:

(1) the Acquisition Company's average Market Value of Listed Securities is below $50,000,000 or the average Market Value of Publicly Held Shares is below $40,000,000, in each case over 30 consecutive trading days. An Acquisition Company will not be eligible to follow the procedures outlined in Rule 5810(c)(2) with respect to this criterion, and will be subject to the procedures in Rule 5810(c)(1) which provides that Nasdaq Staff will issue a Staff Delisting Determination to such Acquisition Company. Nasdaq will notify the Acquisition Company if its average Market Value of Listed Securities falls below $75,000,000 or the average Market Value of Publicly Held Shares falls below $60,000,000 and will advise the Acquisition Company of the delisting standard.

(2) the Acquisition Company’s securities initially listed (either common equity securities or units, as the case may be), fall below the following distribution criteria: 

(A) at least 300 public stockholders (if a component of a unit is a warrant, at least 100 warrant holders);

(B) at least 1,200 total stockholders and average monthly trading volume of 100,000 shares (for most recent 12 months); or

(C) at least 600,000 Publicly Held Shares.

(3) the Acquisition Company fails to consummate its business combination, required by Rule IM-5101-2 (b), within the time period specified by its constitutive documents or required by contract, or as provided by Rule IM-5101-2 (b), whichever is shorter.

(b) In the case of an Acquisition Company listed warrants, the warrants must meet the following continued listing requirements (in addition to the requirements of Listing Rule 5455):

(A) The number of publicly-held warrants is at least 100,000;

(B) The number of warrant holders is at least 100; and

(C) Aggregate market value of warrants outstanding is at least $1,000,000.

Adopted March 12, 2009 (SR-NASDAQ-2009-018); amended Nov. 12, 2021 (SR-NASDAQ-2021-092).

IM-5452-1. Treatment of Acquisition Company units, and unit components, for purposes of the distribution requirements

For purposes of Rule 5452, "public stockholders" exclude holders that are directors, officers, or their immediate families and holders of other concentrated holdings of 10% or more.

In addition, Rule 5452(a)(2) sets forth certain distribution criteria applicable to an Acquisition Company listed under Rule 5406. In the case of Acquisition Company securities traded as a unit, such securities will be subject to suspension and delisting if any of the component parts do not meet the applicable listing standards. However, if one or more of the components is otherwise qualified for listing, such component(s) may remain listed.

For the purposes of determining whether an individual component satisfies the applicable distribution criteria, the units that are intact and freely separable into their component parts shall be counted toward the total numbers required for continued listing of the component. If a component is a warrant, (in addition to the distribution requirement of 100 holders) the warrants will be subject to the continued listing standards for warrants set forth in Rules 5452 and 5455.

Notwithstanding the foregoing, Nasdaq will consider the suspension of trading in, or removal from listing of, any individual component or unit when, in the opinion of Nasdaq, it appears that the extent of public distribution or the aggregate market value of such component or unit has become so reduced as to make continued listing on the Exchange inadvisable. In its review of the advisability of the continued listing of an individual component or unit, the Exchange will consider the trading characteristics of such component or unit and whether it would be in the public interest for trading to continue.

Adopted Nov. 12, 2021 (SR-NASDAQ-2021-092).

5455. Continued Listing Requirements for Rights and Warrants

For continued listing, the rights or warrants must meet all the requirements below:

(a) The underlying security must continue to be listed on the Global Market or be a Covered Security; and

(b) There must be at least two registered and active Market Makers, one of which may be a Market Maker entering a stabilizing bid.

Adopted March 12, 2009 (SR-NASDAQ-2009-018).

5460. Continued Listing Requirements for Preferred Stock and Secondary Classes of Common Stock

(a) When the Company's Primary Equity Security of the Company is listed on the Global Market or is a Covered Security, the preferred stock or secondary class of common stock must meet all of the requirements set forth in (1) through (5) below.

(1) At least 100,000 Publicly Held Shares;

(2) A Market Value of Publicly Held Shares of at least $1,000,000;

(3) Minimum bid price of at least $1 per share;

(4) At least 100 Public Holders; and

(5) At least two registered and active Market Makers.

(b) When the Primary Equity Security of the Company is not listed on the Global Market or is not a Covered Security, the preferred stock and/or secondary class of common stock may continue to be listed on the Global Market so long as it satisfies the continued listing criteria for Primary Equity Securities set forth in Rule 5450.

Adopted March 12, 2009 (SR-NASDAQ-2009-018); amended August 18, 2009 (SR-NASDAQ-2009-078).

 
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