NASDAQ Global Market – IPO Overview
1 Regulatory Background
1.1 Overview of Regulatory Background
A security approved for listing on the NASDAQ Global Market (“NASDAQ”) must be registered under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) before it can be listed on NASDAQ. 12(b) registration for foreign issuers should be made on Form 20-F. This form requires general information regarding the business, properties, capitalisation, and management of the company. Form 20-F requires less detailed information than would be required of a U.S. company. However, requirements for financial statements, schedules, and accountants’ certificates are substantially the same as those required of domestic companies.
Registration is required even if the company has previously registered its securities in connection with a public offering in the U.S. or if it has registered securities under 12(g) of the Exchange Act for purposes of over-the counter trading. However, short-form registration is available for companies that have registered under 12(g) or that have securities registered under the Securities Act of 1933 (the “Securities Act”).
A security which has already been registered under Section 12(g) of the Exchange Act, or has recently been the subject of a public offering registered under the Securities Act, can usually be registered under Section 12(b) by using the United States Securities and Exchange Commission (“SEC”) Form 8-A. If an applicant does not have a class of securities registered under the Exchange Act Section 12(g), SEC Form 10 may be required.
Where a listing applicant has not previously registered its shares with the SEC under either the Securities Act or the Exchange Act, draft registration statements and Form 20-F should be submitted to the SEC for preliminary review and comment in advance of filing the company’s listing application. In the case of a company that is planning an initial public offering, the NASDAQ listing application should be submitted at the same time that the company submits its registration statement to the SEC. The company may also submit the listing application on a confidential basis at an earlier time with draft registration material.
1.2 Regulatory Entities
The regulatory entity involved in listing on NASDAQ is the United States Securities and Exchange Commission.
1.3 Required Approvals
Initial public offerings on NASDAQ require SEC approval.
2 Listing Criteria
2.1 Suitability / Eligibility of Listing Applicant
A Company applying to list on the Global Market must meet all of the requirements set forth in Rule 5405(a) and at least one of the Standards in Rule 5405(b).
Income Standard Listing- Rules 5405(a) and 5405(b)(1) requirements: