Tag Archives: NASDAQ

What are the listing requirements for the Nasdaq?

Major stock exchanges, like the Nasdaq, are exclusive clubs – their reputations rest on the companies they trade. As such, the Nasdaq won’t allow just any company to be traded on its exchange. Only companies with a solid history and top-notch management behind them are considered. 

The Nasdaq has three sets of listing requirements. Each company must meet at least one of the three requirement sets, as well as the main rules for all companies.

Listing Requirements for All Companies
Each company must have a minimum of 1,250,000 publicly-traded shares upon listing, excluding those held by officers, directors or any beneficial owners of more then 10% of the company. In addition, the regular bid priceat time of listing must be $4, and there must be at least three market makers for the stock. However, a company may qualify under a closing price alternative of $3 or $2 if the company meets varying reequirements. Each listing firm is also required to follow Nasdaq corporate governance rules 4350, 4351 and 4360. Companies must also have at least 450 round lot(100 shares) shareholders, 2,200 total shareholders, or 550 total shareholders with 1.1 million average trading volume over the past 12 months.

In addition to these requirements, companies must meet all of the criteria under at least one of the following standards.

Listing Standard No. 1
The company must have aggregate pre-tax earnings in the prior three years of at least $11 million, in the prior two years at least $2.2 million, and no one year in the prior three years can have a net loss.

Listing Standard No. 2
The company must have a minimum aggregate cash flow of at least $27.5 million for the past three fiscal years, with no negative cash flow in any of those three years. In addition, its average market capitalization over the prior 12 months must be at least $550 million, and revenues in the previous fiscal year must be $110 million, minimum.

Listing Standard No. 3
Companies can be removed from the cash flow requirement of Standard No. 2 if the average market capitalization over the past 12 months is at least $850 million, and revenues over the prior fiscal year are at least $90 million.

A company has three ways to get listed on the Nasdaq, depending on the underlying fundamentals of the company. If a company does not meet certain criteria, such as the operating income minimum, it has to make it up with larger minimum amounts in another area like revenue. This helps to improve the quality of companies listed on the exchange.

It doesn’t end there. After a company gets listed on the market, it must maintain certain standards to continue trading. Failure to meet the specifications set out by the stock exchange will result in its delisting. Falling below the minimum required share price, or market capitalization, is one of the major factors triggering a delisting. Again, the exact details of delisting depend on the exchange.

Frequently Asked Questions

9088d-1487349_439244106201841_2132384116_n

Page: 1 of 1

Page: 1 of 1

FAQ – Where are the necessary listing forms and instructions to list on NASDAQ?

Listing applications and related forms are available electronically through the NASDAQ OMX Listing Center. Before completing your application electronically, please take a few minutes to review our Initial Listing Guide. Generally, the company will need to complete the Listing Application, Listing Agreement, Corporate Governance Certification Form and Logo Submission Form. If you are unfamiliar with the contents of the Listing Application and related forms, we recommend that you preview the forms prior to logging into the Listing Center. This will help you gather all the information you will need to complete the forms.  Questions regarding the listing process should be directed to Listing Qualifications Staff at +1 877 536 2737.

Publication Date*: 7/31/2012 Identification Number: 332 Mailto Link

FAQ – What documentation does a company need to submit with an application?

In addition to a completed Listing Application, a company needs to submit a Listing Agreement, Corporate Governance Certification and Logo Submission Form, which are all available electronically through the Listing Center.  Prior to approval, NASDAQ will require additional information and supporting documentation.  See the types of documents that need to be submitted for each application type here. The only document required for original submission is the application itself and the application processing fee ($25,000 for Global and Global Select Market applicants or $5,000 for Capital Market applicants).
Publication Date*: 7/31/2012 Identification Number: 333 Mailto Link

FAQ – What types of documents should be uploaded with an application?

Please refer to this chart for the types of documents that need to be uploaded for each application type. The only document required for original submission in the application itself and the application processing fee.
* The Listing Agreement and Corporate Governance Certification Form are only required for issuers who do not currently have products listed on Nasdaq.
Publication Date*: 7/31/2012 Identification Number: 50 Mailto Link

FAQ – How does a company reserve a symbol to trade on NASDAQ?

A company may request a symbol for trading on The NASDAQ Stock Market by using our online form.
A company may request to reserve a symbol up to 24 months in advance of an initial listing application submission. If the symbol is not used during the 24-month reservation period, it will be made free and available for other potential applicants. A company may then re-apply for a symbol reservation after the original reservation expires provided that no other company has reserved the symbol. A reserved symbol may also be released at any time with given notice. A new symbol reservation can then be made if the applicant wishes to change its reserved symbol, assuming the new symbol is free and available.
The NASDAQ Stock Market does not reserve symbols for the OTCBB or the OTC Markets. Symbol reservations for OTCBB or OTC Markets are managed by FINRA. Any inquiries regarding symbol reservation for OTCBB or the OTC Markets should be forwarded to otcsymbols@finra.org.

Publication Date*: 7/31/2012 Identification Number: 486 Mailto Link

FAQ – Does NASDAQ require companies to sign a Listing Agreement, and where is it located on the website?

NASDAQ requires each company to sign a Listing Agreement prior to listing on NASDAQ. Listing Agreements may be completed electronically through the Listing Center along with your application.

Publication Date*: 7/31/2012 Identification Number: 404 Mailto Link

FAQ – Does NASDAQ offer a preliminary listing eligibility review for prospective applicants?

Yes. A company can seek a preliminary listing eligibility review by NASDAQ’s Listing Qualifications Department prior to applying. Pursuant to this review, the Listing Qualifications Staff will review the company’s public filings to determine if it meets the numerical listing requirements. In addition, to the extent questions are raised by the company, the Listing Qualifications Staff will consider compliance with the corporate governance requirements of Listing Rule 5600, such as board and board committee structure, and regulatory concerns, such as may be raised under Listing Rule 5101 and IM-5101-1. In considering whether any such questions exist, the company may find it helpful to review the information necessary to be submitted in response to the “Regulatory Proceedings/Litigation” section of the Listing Application. You may view the Listing Application and related forms using our preview function.
The Listing Qualifications Staff will, if necessary, meet with a prospective applicant to discuss any preliminary conclusions reached during this review. Once completed, Staff will determine whether it appears that the company satisfies NASDAQ’s numerical initial inclusion criteria and whether any corporate governance or regulatory issues raised by the company would serve to prohibit NASDAQ from listing the company. Any final approval, however, will require the company to submit a formal listing application, and is conditioned upon final review of that application and the company’s continued compliance with all NASDAQ criteria for initial listing at the time of listing. In addition, any final approval will require a satisfactory conclusion of certain additional qualitative reviews that NASDAQ will perform, including a review of the regulatory history of the company’s officers, directors, and significant shareholders.
Companies interested in this preliminary review process should contact Robert McCooey, Senior Vice President, New Listings and Capital Markets via email at bob.mccooey@nasdaqomx.com or by phone at +1 212 401 8724.

Publication Date*: 7/31/2012 Identification Number: 328 Mailto Link

FAQ – Can a company proceed with the submission of a listing application even if not all of the information requested in the application is available at the time?

If a company does not have all the necessary information currently available, it may submit a substantially completed application provided that the remaining information follows in a timely manner.
Publication Date*: 7/31/2012 Identification Number: 335 Mailto Link

FAQ – In the case of a company that is planning an initial public offering, at what point in the IPO process should a Listing Application be submitted to NASDAQ?

A Listing Application should be submitted at the same time that a company submits its registration statement to the SEC. A company may also submit the Listing Application at an earlier time with draft registration material.
Publication Date*: 7/31/2012 Identification Number: 334 Mailto Link

FAQ – If a Listing Application is denied, may the company appeal NASDAQ’s determination?

If the NASDAQ Staff determines to deny a Listing Application, the company may appeal NASDAQ’s determination to deny initial inclusion. See Hearings Process FAQs for additional information.
Publication Date*: 7/31/2012 Identification Number: 349 Mailto Link

FAQ – What is the NASDAQ Global Select Market?

The NASDAQ Global Select Market is a tier of the NASDAQ Stock Market LLC, which has the highest initial listing standards of any stock market in the world. Companies listed on the Global Select Market must meet financial and liquidity requirements and satisfy corporate governance and disclosure requirements on both an initial and ongoing basis.The same continued listing requirements apply to companies on the NASDAQ Global Select Market and the NASDAQ Global Market.

The NASDAQ Global Market, including the NASDAQ Global Select segment, is the successor to the Nasdaq National Market. As such, NASDAQ believes that all securities listed on the NASDAQ Global Market, including those on the Nasdaq Global Select Market, are ”covered securities,” as that term is defined in Section 18(b) of the Securities Act of 1933.

At any time, a company currently listed on the NASDAQ Global Market can submit a transfer application to move its securities to the NASDAQ Global Select.  There are no application or entry fees associated with this application, which is available electronically through the Listing Center.

For detailed information on NASDAQ listing standards see the Initial Listing Guide and the Continued Listing Guide.

Publication Date*: 11/21/2013 Identification Number: 1081 Mailto Link

FAQ –  Is there a document that describes Nasdaq’s initial listing standards and fees?

Yes.  Please refer to our Initial Listing Guide for important information about Nasdaq’s initial listing standards, application process, and fees.

Publication Date*: 7/31/2012 Identification Number: 1052 Mailto Link

FAQ – Are securities listed on The NASDAQ Capital Market granted automatic “blue sky” exemptions?

Yes. The SEC approved a modification to Securities Act Rule 146 to designate securities listed on The NASDAQ Capital Market as “covered” securities, which makes them exempt from state “blue sky” registration requirements. The Order became effective on May 24, 2007. To view the SEC Approval Order, please click here. Please note that NASDAQ Global Select Market and NASDAQ Global Market securities are currently subject to a “blue sky” exemption contained in the Securities Act of 1933.
Publication Date*: 7/31/2012 Identification Number: 330 Mailto Link

FAQ – Does NASDAQ have the authority to deny a company or delist a company that otherwise meets the quantitative and qualitative criteria for initial or continued listing?

Yes. As set forth in Listing Rule 5101 and IM-5101-1, in addition to applying the enumerated criteria set forth in Listing Rules 5300540055005600 and5700, NASDAQ will exercise broad discretionary authority over the initial and continued inclusion of securities in NASDAQ in order to maintain the quality of and public confidence in its market.
Publication Date*: 7/31/2012 Identification Number: 415 Mailto Link

FAQ – What are the fees associated with listing on The NASDAQ Stock Market, and where should fee payments be sent?

A company is subject to a non-refundable application fee and a variable entry fee. The non-refundable application fee must be submitted with a company’s application. The variable entry fee is based on a company’s total shares outstanding and is due upon NASDAQ’s approval of the application and prior to listing. Once listed, companies are subject to additional fees when undertaking certain corporate actions, such as changing their name or listing additional shares. This fee can be paid by check or wire.

Publication Date*: 7/31/2012 Identification Number: 336 Mailto Link

FAQ – Are the first year’s annual fees pro-rated?

Yes. In the first year of listing, the company’s annual fee will be pro-rated based on the month of listing.
Publication Date*: 2/8/2013 Identification Number: 418 Mailto Link

FAQ –  What are the fees for a NASDAQ listed company to list a new class of securities?

When listing a new class of securities, a NASDAQ listed company will owe application and entry fees, as set forth in Listing Rule 5900 Series and further detailed in our Intial Listing Guide.  The application fee should be submitted at the time of application, and, shortly after listing, the company will be sent an invoice for the entry fee.Entry fees for listing a new class of securities are based on the total shares outstanding of the new security at the time of listing.   However, the total amount of entry fees owed by a company for all classes of securities listed on the Global Select or Global Market, including entry fees previously paid by the company for other classes, is presently capped at $225,000. Similarly, the total amount of entry fees owed by a company for listing on the Capital Market is presently capped at $75,000.  If a company has previously paid entry fees up to the applicable fee cap, then only the application fee is charged for listing the new class of securities.

In addition, the company will also owe an annual fee for the new class of securities.  In the year of listing, annual fees are pro-rated, based on the month of listing.  The company will be sent an invoice for the pro-rated annual fee shortly after listing.

Publication Date*: 8/20/2012 Identification Number: 1057 Mailto Link

FAQ – How should a company refer to NASDAQ in SEC filings that ask for the name of the exchange where the company is, or will be, listed or registered?

NASDAQ’s formal name, which should be included in SEC filings that ask for the name of the exchange where the company is, or will be, listed or registered, is The NASDAQ Stock Market LLC.

Publication Date*: 8/20/2012 Identification Number: 1055 Mailto Link

FAQ – What are the initial listing standards?

The goal of NASDAQ’s listing requirements is to facilitate capital formation for companies worldwide and, at the same time, to protect investors and prospective investors in those companies through the application of quantitative and corporate governance listing requirements, which are enforced through a transparent regulatory process.
NASDAQ has three marketplaces: The NASDAQ Global Select Market, The NASDAQ Global Market and The NASDAQ Capital Market. For detailed information on the listing standards for each marketplace, please see Initial Listing Guide. NASDAQ’s quantitative listing requirements generally call for companies to meet higher thresholds for initial listing than for continued listing.

Publication Date*: 7/31/2012 Identification Number: 327 Mailto Link

FAQ – Is registration under the Securities Exchange Act of 1934 required before a security can be admitted to trading on The NASDAQ Stock Market?

Yes. A security approved for listing by NASDAQ must be registered under Section 12(b) of the Securities Exchange Act of 1934 before it can be listed on The NASDAQ Stock Market. Exchange Act registration is required even though the applicant may have previously registered all or part of the securities under the Securities Act of 1933. 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 SEC Form 8-A. If an applicant does not have a class of securities registered under the Exchange Act Section 12(g), filing of a SEC Form 10 may be required.
For companies that were listed on NASDAQ prior to it becoming a national securities exchange on August 1, 2006, the SEC and other regulators granted NASDAQ’s request to allow it to apply on behalf of its listed companies for registration under Section 12(b) of the Exchange Act. A copy of the SEC’s order granting this request can be found here.

Publication Date*: 7/31/2012 Identification Number: 329 Mailto Link

FAQ – What happens if a company fails to meet all of the listing requirements?

While NASDAQ’s rules provide for exceptions under certain circumstances, NASDAQ will not generally approve an application if the security does not meet all of NASDAQ’s initial listing requirements. However, the company may appeal an adverse determination and seek listing from a Listing Qualifications Hearings Panel. See Hearings Process FAQs for additional information.
Publication Date*: 7/31/2012 Identification Number: 339 Mailto Link

FAQ – When may a company that is formed by a Reverse Merger apply for a NASDAQ listing?

A company that is formed by a Reverse Merger is eligible to submit an application for initial listing only if the combined entity has, immediately before filing the listing application: (i) traded for at least one year in the U.S. over-the-counter market, on another national securities exchange, or on a foreign regulated exchange, following the filing with the SEC or other Regulatory Authority of all required information about the transaction, including audited financial statements for the combined entity; and (ii) maintained a closing price of $4 per share or higher for a sustained period of time, but in no event for less than 30 of the most recent 60 trading days.
In addition, such a company may only be approved for listing if, at the time of approval, it has: (i) timely filed all required periodic financial reports with the SEC or other Regulatory Authority (Forms 10-Q or 10-K) for the prior year, including at least one annual report and (ii) maintained a closing price of $4 per share or higher for a sustained period of time, but in no event for less than 30 of the most recent 60 trading days prior to approval.

Publication Date*: 7/31/2012 Identification Number: 348 Mailto Link

FAQ – Are companies required to comply with all listing requirements at the time of listing?

Companies must generally meet all listing requirements at the time of listing; however, consistent with the Securities and Exchange Act, a grace period of up to one year from the first trade date may be granted to companies completing initial public offerings to secure their independent directors and/or to establish audit, compensation, and nominating committees, which meet NASDAQ’s requirements.
Publication Date*: 7/31/2012 Identification Number: 338 Mailto Link

FAQ – Does NASDAQ require independent auditors to review company’s financial statements?

Each company listed on NASDAQ must be audited by an independent public accountant that is registered as a public accounting firm with the Public Company Accounting Oversight Board, as provided for in Section 102 of the Sarbanes-Oxley Act of 2002. In addition, under SEC rules, the auditor must review the company’s quarterly periodic reports. See Listing Rules 5210(b) and 5250(c)(3).

Publication Date*: 7/31/2012 Identification Number: 398 Mailto Link

FAQ – How does NASDAQ measure stockholders’ equity when qualifying a company for initial listing on The NASDAQ Stock Market?

To qualify a company for initial listing, NASDAQ uses the stockholders’ equity number as reported on a company’s most recent balance sheet. The company’s financial statements must be: (i) prepared in accordance with U.S. GAAP; (ii) reconciled to U.S. GAAP; or (iii) prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, for companies that are permitted to file financial statements using those standards with the SEC. NASDAQ reserves the right to make adjustments to estimate stockholders’ equity at the time of listing. For example, if a company has previously reported net losses, a burn rate may be calculated with the aid of historically published income statements and applied to estimate a company’s stockholders’ equity at the time of listing.
Publication Date*: 7/31/2012 Identification Number: 340 Mailto Link

FAQ – Does Nasdaq require listed companies to have a full-time Chief Financial Officer?

SEC rules and the Sarbanes-Oxley Act impose heightened obligation on the CFO of a public company, including the requirement to certify the company’s periodic financial statements.  Given the importance of this role, Nasdaq generally requires listed companies to employ a full-time CFO.

Publication Date*: 7/31/2012 Identification Number: 1049 Mailto Link

FAQ – Does NASDAQ review a company’s past corporate governance activities upon an application to list on The NASDAQ Stock Market?

When a company applies to list on NASDAQ and is currently traded on another exchange, or quoted on the Over-the-Counter Bulletin Board® or Pink Sheets, NASDAQ will review the company’s recent corporate governance activities. If the company is listed on another exchange, NASDAQ will request a representation from the company that it is in compliance with all of the corporate governance requirements of the exchange and has no past violations of these standards. In addition, NASDAQ may contact the exchange to confirm that the company has not been in violation of the exchange’s corporate governance requirements.
Publication Date*: 7/31/2012 Identification Number: 346 Mailto Link

FAQ – Are listed companies required to submit a certification of compliance with NASDAQ’s corporate governance rules?

Yes. As part of initial application process, each company completes a Corporate Governance Certification Form and submits this form along with its Listing Application. The form certifies the company’s compliance with NASDAQ’s requirements relating to the audit committee, the director nominating process, the determination of officer compensation, board composition, executive sessions, quorum and code of conduct. This form can be completed electronically after logging in to the Listing Center.
Once listed, companies do not need to submit annual certifications, but must update the form if a change in the company’s status results in the prior certification no longer being accurate.  For example, if a company indicated on its certification that it was not subject to a requirement because it was a controlled company, that company must submit a new form if it ceases to be a controlled company. Similarly, a Foreign Private Issuer that relied on an exemption in its certification would have to file a new certification if the company ceased to be a Foreign Private Issuer. To submit an updated Certification Form once the Company is already listed, log in to the Listing Center and complete a Company Event Notification Form.
Publication Date*: 5/23/2013 Identification Number: 400 Mailto Link

FAQ – Does NASDAQ require its listed companies to adopt a Code of Conduct?

Yes. NASDAQ listed companies are required to have a code of conduct that is applicable to all directors, officers and employees. The code of conduct must meet the definition of a “code of ethics” as set forth in Section 406(c) of the Sarbanes-Oxley Act of 2002. The code of conduct must be publicly available. In addition, any waivers of the code for directors or executive officers must be approved by the board. Companies, other than Foreign Private Issuers, shall disclose such waivers within four business days by filing a current report on Form 8-K with the Commission or, in cases where a Form 8-K is not required, by distributing a press release. Foreign Private Issuers shall disclose such waivers either by distributing a press release or including disclosure in a Form 6-K or in the next Form 20-F or 40-F. Alternatively, a company, including a Foreign Private Issuer, may disclose waivers on the company’s website in a manner that satisfies the requirements of Item 5.05(c) of Form 8-K.
Publication Date*: 7/31/2012 Identification Number: 99 Mailto Link

FAQ – How do the corporate governance requirements of Listing Rule 5600 apply to Foreign Private Issuers?

NASDAQ’s corporate governance requirements generally apply to Foreign Private Issuers (as defined in Listing Rule 5005). However, Listing Rule 5615(a)(3) permits a Foreign Private Issuer to follow home country governance practices in lieu of certain NASDAQ requirements provided the company properly notifies NASDAQ and makes the required disclosure.
Publication Date*: 7/31/2012 Identification Number: 156 Mailto Link

FAQ – How do the corporate governance requirements of Listing Rule 5600 apply to non-U.S. companies that are not Foreign Private Issuers?

Non-U.S. companies that are not Foreign Private Issuers are not eligible to receive exemptions from NASDAQ’s corporate governance requirements and must comply with all provisions of Listing Rule 5600.
Publication Date*: 7/31/2012 Identification Number: 162 Mailto Link

FAQ –  What are the requirements for a NASDAQ listed company to list a new class of securities?

Companies listed on NASDAQ must complete an application to list a new class of securities.  The application can be made through The NASDAQ OMX Listing Center.   Direct any questions about this to NASDAQ Listing Qualifications.

Publication Date*: 8/20/2012 Identification Number: 1058 Mailto Link

FAQ – How are a company’s publicly held shares calculated?

For the purposes of meeting NASDAQ’s listing requirements, publicly held shares equals total shares outstanding less insider holdings. Insider holdings include shares held by the company’s officers, directors, employee stock ownership plan and shareholders with 10% or greater beneficial ownership of the company’s shares.
Publication Date*: 7/31/2012 Identification Number: 341 Mailto Link

FAQ – How is market value of publicly held shares (“MVPHS”) calculated?

MVPHS is calculated by multiplying the publicly held shares, which is total shares outstanding less any shares held by officers, directors, employee stock ownership plans, or beneficial owners of 10% or more, by the closing bid price.
Publication Date*: 7/31/2012 Identification Number: 359 Mailto Link

FAQ – How does NASDAQ determine closing price for purposes of Listing Rule 5505(a)(1)(B)?

For a company that qualifies to list with a price of $2 or $3 under Listing Rule 5505(a)(1)(B), the closing price is the NASDAQ Official Closing Price, if there is one, or the consolidated closing price distributed under the applicable National Market System Plan if there is no NASDAQ Official Closing Price. The security must maintain the necessary closing price for five consecutive business days, but NASDAQ may extend this five day period, based on any fact or circumstance, including the margin of compliance, the trading volume, the Market Maker montage, the trend of the security’s price, or information or concerns raised by other regulators concerning the trading of the security.

Publication Date*: 7/31/2012 Identification Number: 1021 Mailto Link

FAQ – How does NASDAQ measure compliance with the initial listing price requirement when a company lists pursuant to an initial public offering?

An issuer listing on The NASDAQ Stock Market pursuant to an initial public offering satisfies the price requirement if its offering is priced at or above the required price.
Publication Date*: 7/31/2012 Identification Number: 342 Mailto Link

FAQ – How does NASDAQ measure compliance with the initial listing price requirement for a seasoned company?

A company that is already trading on another market must meet the applicable minimum price requirement on the date NASDAQ approves their listing application and is expected to list promptly thereafter.
For a company traded on a non-listed market, promptly generally means within five business days of approval. If the company is listed on another exchange, promptly generally means within fifteen business days of approval, to allow for the additional time required to effect the transfer from the other market.
In either case, if the company’s security qualifies under the alternative price listing standard with a bid price below $4, the security must meet the applicable $2 or $3 closing price for five consecutive business days in order to qualify.
Note: A company that qualifies for listing only under the market value of listed securities standard must also meet the price requirement for 90 consecutive trading days prior to applying for listing.

Publication Date*: 7/31/2012 Identification Number: 343 Mailto Link

FAQ – Can a seasoned issuer effect a reverse stock split to meet the minimum bid price requirement for initial listing?

A seasoned issuer may complete a reverse stock split to comply with NASDAQ’s minimum price requirement for initial listing. Generally, when this happens, NASDAQ will require that the issuer continue to meet the price requirement for a minimum of five consecutive trading days after the split takes place. This means that on each of the five days the issuer must at some point during normal trading hours have a price which is at or above the applicable initial listing criteria.
Please note that NASDAQ may, in its discretion, also require an issuer to maintain the required minimum price for a period in excess of five consecutive business days, but generally no more than ten consecutive business days, before determining that the issuer has demonstrated compliance. In determining whether to require a longer waiting period, NASDAQ will consider the following four factors:
  • Margin of compliance (the amount by which the price is above the minimum standard);
  • Trading volume (a lack of trading volume may indicate a lack of bona fide market interest in the security at the posted bid price);
  • Where applicable, the market maker montage (the number of market makers quoting at or above the minimum required bid and the size of their quotes); and,
  • The trend of the stock price (is it up or down?).
Publication Date*: 7/31/2012 Identification Number: 344 Mailto Link
*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.

5500. The Nasdaq Capital Market

Untitled3

 

5500. The Nasdaq Capital Market

5501. Preamble to The Nasdaq Capital 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 Capital Market. This section also contains the initial and continued listing requirements for Rights and Warrants; Preferred and Secondary Classes of Common Stock; and Convertible Debt, Rights and Warrants on the Capital Market.

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 these requirements, but are not listed on the Nasdaq Global Market, are listed on the Nasdaq Capital Market.

Amended by SR-NASDAQ-2009-052 eff. June 16, 2009.

5505. Initial Listing of Primary Equity Securities

A Company applying to list its Primary Equity Security on the Capital Market must meet all of the requirements set forth in Rule 5505(a) and at least one of the Standards in Rule 5505(b).

(a) Initial Listing Requirements for Primary Equity Securities:

(1) (A) Minimum bid price of $4 per share; or

(B) Minimum closing price of $3 per share, if the Company meets the requirements of the Equity or Net Income Standards under Rules 5505(b)(1) or (b)(3), or of $2 per share, if the Company meets the requirements of the Market Value of Listed Securities Standard under Rule 5505(b)(2), provided that in either case the Company must also demonstrate that it has net tangible assets (i.e., total assets less intangible assets and liabilities) in excess of $2 million, if the issuer has been in continuous operation for at least three years; or net tangible assets in excess of $5 million, if the issuer has been in continuous operation for less than three years; or average revenue of at least $6 million for the last three years. A security must meet the applicable closing price requirement for at least five consecutive business days prior to approval.

For purposes of this paragraph (B), net tangible assets or average revenues must be demonstrated on the Company’s most recently filed audited financial statements filed with, and satisfying the requirements of, the Commission or Other Regulatory Authority, and which are dated less than 15 months prior to the date of listing.

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

(3) At least 300 Round Lot Holders;

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

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

(b) Initial Listing Standards for Primary Equity Securities:

(1) Equity Standard

(A) Stockholders’ equity of at least $5 million;

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

(C) Two year operating history.

(2) Market Value of Listed Securities Standard

(A) Market Value of Listed Securities of at least $50 million (current publicly traded Companies must meet this requirement and the price requirement for 90 consecutive trading days prior to applying for listing if qualifying to list only under the Market Value of Listed Securities Standard);

(B) Stockholders’ equity of at least $4 million; and

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

(3) Net Income Standard

(A) Net income from continuing operations of $750,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years;

(B) Stockholders’ equity of at least $4 million; and

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

Adopted March 12, 2009 (SR-NASDAQ-2009-018); amended April 18, 2012 (SR-NASDAQ-2012-002).

IM-5505. Initial Listing for Securities below $4

(a) Penny Stock Provisions. Rule 5505(a)(1)(B) provides an alternative initial listing requirement for certain companies with a minimum bid price below $4. A company that qualifies for initial listing only under this alternative could become a “penny stock” if it later fails the net tangible assets and revenue tests after listing and does not satisfy any of the other exclusions from being a penny stock contained in Rule 3a51-1 under the Act. In order to assist brokers’ and dealers’ compliance with the requirements of the Penny Stock Rules, Nasdaq will monitor companies listed under the alternative requirement and publish on its website on a daily basis a list of any company that initially listed under the alternative requirement, which no longer satisfies the net tangible assets or revenue test contained in Rule 5505(a)(1)(B), and which does not satisfy any of the other exclusions from being a penny stock contained in Rule 3a51-1 under the Act. If a company initially lists with a bid price below $4 under the alternative requirement contained in Rule 5505(a)(1)(B), but subsequently achieves a $4 closing price for at least five consecutive business days and, at the same time, satisfies all other initial listing criteria, it will no longer be considered as having listed under the alternative requirement and Nasdaq will notify the Company that it has qualified for listing under the price requirement contained in Rule 5505(a)(1)(A).

Brokers and dealers are reminded that the list published by Nasdaq is only an aid and that the Penny Stock Rules impose specific obligations on brokers and dealers with respect to transactions in penny stocks.

(b) Determination of closing price. For purposes of Rule 5505(a)(1)(B) and this IM- 5505, the closing price will be the Nasdaq Official Closing Price, if there is one, or the consolidated closing price distributed under the applicable National Market System Plan if there is no Nasdaq Official Closing Price. Nasdaq will require that a security maintain the necessary closing price for five consecutive business days, but may extend this five day period, based on any fact or circumstance, including the margin of compliance, the trading volume, the Market Maker montage, the trend of the security’s price, or information or concerns raised by other regulators concerning the trading of the security.

Adopted April 18, 2012 (SR-NASDAQ-2012-002).

5510. Initial Listing Requirements for Preferred Stock and Secondary Classes of Common Stock

(a) When the Primary Equity Security is listed on the Capital Market or is a Covered Security, a Company’s preferred stock or secondary class of common stock must meet all of the requirements in Rules (1) through (5) below in order to be listed.

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

(2) At least 100 Round Lot Holders;

(3) At least 200,000 Publicly Held Shares;

(4) Market Value of Publicly Held Shares of at least $3.5 million; and

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

(b) In the event the Company’s Primary Equity Security is not listed on the Capital Market or is not a Covered Security, the preferred stock and/or secondary class of common stock may be listed on the Capital Market so long as it satisfies the initial listing criteria for Primary Equity Securities set forth in Rule 5505.

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

5515. Initial Listing Requirements for Rights, Warrants, and Convertible Debt

The following requirements apply to a Company listing convertible debt, rights or warrants on The Nasdaq Capital Market.

(a) For initial listing, rights, warrants and put warrants (that is, instruments that grant the holder the right to sell to the issuing company a specified number of shares of the Company’s common stock, at a specified price until a specified period of time) must meet the following requirements:

(1) At least 400,000 issued;

(2) The underlying security must be listed on Nasdaq or be a Covered Security;

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

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

(b) For initial listing, a convertible debt security must meet the requirements in (1) through (3), and one of the conditions in (4) must be satisfied:

(1) Principal amount outstanding of at least $10 million;

(2) Current last sale information must be available in the United States with respect to the underlying security into which the bond or debenture is convertible;

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

(4)

(A) the issuer of the debt must have an equity security that is listed on Nasdaq, the American Stock Exchange or the New York Stock Exchange;

(B) an issuer whose equity security is listed on Nasdaq, the American Stock Exchange or the New York Stock Exchange, directly or indirectly owns a majority interest in, or is under common control with, the issuer of the debt security, or has guaranteed the debt security;

(C) a nationally recognized securities rating organization (an “NRSRO”) has assigned a current rating to the debt security that is no lower than an S&P Corporation “B” rating or equivalent rating by another NRSRO; or

(D) if no NRSRO has assigned a rating to the issue, an NRSRO has currently assigned: (1) an investment grade rating to an immediately senior issue; or (2) a rating that is no lower than an S&P Corporation “B” rating, or an equivalent rating by another NRSRO, to a pari passu or junior issue.

(c) In the case of Index Warrants, the requirements established in Rule 5725 for Nasdaq Global Market securities apply.

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

5550. Continued Listing of Primary Equity Securities

A Company that has its Primary Equity Security listed on the Capital Market must continue to meet all of the requirements set forth in Rule 5550(a) and at least one of the Standards set forth in Rule 5550(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) Continued Listing Requirements for Primary Equity Securities:

(1) At least two registered and active Market Makers, one of which may be a Market Maker entering a stabilizing bid;

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

(3) At least 300 Public Holders;

(4) At least 500,000 Publicly Held Shares; and

(5) Market Value of Publicly Held Shares of at least $1 million.

(b) Continued Listing Standards for Primary Equity Securities:

(1) Equity Standard: Stockholders’ equity of at least $2.5 million;

(2) Market Value of Listed Securities Standard: Market Value of Listed Securities of at least $35 million; or

(3) Net Income Standard: Net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years.

Adopted March 12, 2009 (SR-NASDAQ-2009-018); amended June 16, 2009 (SR-NASDAQ-2009-052).

5555. Continued Listing Requirements for Preferred Stock and Secondary Classes of Common Stock

(a) When the Primary Equity Security is listed on the Capital Market or is a Covered Security, a Company’s preferred stock or secondary class of common stock must meet all of the requirements in (1) through (5) below in order to be listed. Failure to meet any of the continued listing requirements will be processed in accordance with the provisions set forth in the Rule 5800 Series.

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

(2) At least 100 Public Holders;

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

(4) Market Value of Publicly Held Shares of at least $1 million; and

(5) At least two registered and active Market Makers, one of which may be a Market Maker entering a stabilizing bid.

(b) In the event the Company’s Primary Equity Security is not listed on the Capital Market or is not a Covered Security, the preferred stock and/or secondary class of common stock may be listed on the Capital Market so long as the security satisfies the continued listing criteria for Primary Equity Securities set forth in Rule 5550.

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

5560. Continued Listing Requirements for Rights, Warrants, and Convertible Debt

(a) For rights, warrants, and put warrants (that is, instruments that grant the holder the right to sell to the issuing company a specified number of shares of the Company’s common stock, at a specified price until a specified period of time), the underlying security must remain listed on Nasdaq or be a Covered Security, and there must be at least two registered and active Market Makers, one of which may be a Market Maker entering a stabilizing bid.

(b) A convertible debt security must meet the following requirements for continued listing:

(1) A principal amount outstanding of at least $5 million;

(2) At least two registered and active Market Makers, one of which may be a Market Maker entering a stabilizing bid; and

(3) Current last sale information must be available in the United States with respect to the underlying security into which the bond or debenture is convertible.

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

5300. The Nasdaq Global Select Market

Untitled

 

5300. The Nasdaq Global Select Market

5305. General Information for The Nasdaq Global Select Market

(a) A Company that applies for listing its securities on the Nasdaq Global Market and meets the requirements for initial listing contained in Rule 5315 shall be listed on the Nasdaq Global Select Market.

(b) Each October, Nasdaq will review the qualifications of all securities listed on the Nasdaq Global Market that are not included in the Nasdaq Global Select Market. Any security that meets the requirements for initial listing on the Nasdaq Global Select Market contained in Rule 5315 at the time of this review will be transferred to the Global Select Market the following January, provided it meets the continued listing criteria at that time. A Company will not owe any application or entry fees in connection with such a transfer.

(c) At any time, a Company may apply to transfer a security listed on the Nasdaq Global Market to the Nasdaq Global Select Market. Such an application will be approved and effected as soon as practicable if the security meets the requirements for initial listing contained in Rule 5315. A Company will not owe any application or entry fees in connection with such a transfer.

(d) At any time, a Company may apply to transfer a security listed on the Nasdaq Capital Market to the Nasdaq Global Select Market. Such an application will be approved and effected as soon as practicable if the security meets the requirements for initial listing contained in Rule 5315. A Company transferring from the Nasdaq Capital Market to the Nasdaq Global Select Market will be required to pay the applicable fees contained in Rule 5910.

(e) After initial inclusion on the Nasdaq Global Select Market, a Company will remain on the Nasdaq Global Select Market provided it continues to meet the applicable requirements of the Listing Rules, including the continued listing requirements contained in the Rule 5400 Series, the requirements of the Rule 5100 Series, and the qualitative requirements of Rule 5200 and 5600 Series.

(f) Notwithstanding any provision to the contrary, the securities of any Company that is non-compliant with a qualitative listing requirement that does not provide for a grace period, or where Nasdaq staff has raised a public interest concern, will not be permitted to transfer to the Global Select Market until the underlying deficiency is resolved. In addition, any security that is below a quantitative continued listing requirement for the Nasdaq Global Market, even if the Company has not been below the requirement for a sufficient period of time to be considered non-compliant, and any Company in a grace or compliance period with respect to a quantitative listing requirement, will not be allowed to transfer from the Nasdaq Global or Capital Markets to the Nasdaq Global Select Market until the underlying deficiency is resolved. A Company before a Hearings Panel will not be allowed to transfer to the Global Select Market until the underlying deficiency is resolved. A Company that is in a grace or compliance period with respect to a qualitative listing standard, such as the cure period for filling an audit committee vacancy, will be allowed to transfer to the Global Select Market, subject to the continuation of that grace period.

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

5310. Definitions and Computations

(a) For Global Select purposes, a Company is affiliated with another Company if that other Company, directly or indirectly though one or more intermediaries, controls, is controlled by, or is under common control of the Company. Control, for these purposes, means having the ability to exercise significant influence. Ability to exercise significant influence will be presumed to exist where the parent or affiliated Company directly or indirectly owns 20% or more of the other Company’s voting securities, and also can be indicated by representation on the board of directors, participation in policy making processes, material intercompany transactions, interchange of managerial personnel, or technological dependency.

(b) In computing Cash Flows for Global Select purposes, Nasdaq will rely on the net cash provided by operating activities, as reported in the Company’s financial information as filed with the Commission in the Company’s most recent periodic report and/or registration statement excluding changes in working capital or in operating assets and liabilities.

(c) In computing Income from Continuing Operations Before Income Taxes for Global Select purposes, Nasdaq will rely on a Company’s financial information as filed with the Commission in the Company’s most recent periodic report and/or registration statement.

(d) In computing the number of Publicly Held Shares for Global Select purposes, Nasdaq will not consider shares held by an officer, director or 10% or greater Shareholder of the Company.

(e) In the case of a Company listing in connection with its initial public offering, compliance with the market capitalization requirements of Rules 5315(f)(3)(B), (C) and (D) will be based on the Company’s market capitalization at the time of listing.

(f) A period of less than three months shall not be considered a Fiscal Year, even if reported as a stub period in the Company’s publicly reported financial statements.

(g) If a Company has less than three years of publicly reported financial data, it may qualify under Rule 5315(f)(3)(A) if it has (1) reported aggregate income from continuing operations before income taxes of at least $11 million, and (2) positive income from continuing operations before income taxes in each of the reported fiscal years.

(h) If a Company has less than three years of publicly reported financial data, it may qualify under Rule 5315(f)(3)(C) if it has (1) reported aggregate cash flows of at least $27.5 million, and (2) positive cash flows in each of the reported fiscal years.

(i) A Company whose business plan is to complete an initial public offering and engage in a merger or acquisition with one or more unidentified companies within a specific period of time, as described in IM-5101-2, is not eligible to list on the Nasdaq Global Select Market.

(j) In computing total assets and stockholders’ equity for purposes of Rule 5315(f)(3)(D), Nasdaq will rely on a Company’s most recent publicly reported financial statements subject to the adjustments described below:

(1) Application of Use of Proceeds – If a company is in registration with the SEC and is in the process of an equity offering, adjustments should be made to reflect the net proceeds of that offering, and the specified intended application(s) of such proceeds to:

(A) Pay off existing debt or other financial instruments: The adjustment will include elimination of the actual historical interest expense on debt or other financial instruments classified as liabilities under generally accepted accounting principles being retired with offering proceeds of all relevant periods or by conversion into common stock at the time of an initial public offering occurring in conjunction with the company’s listing. If the event giving rise to the adjustment occurred during a time-period such that pro forma amounts are not set forth in the SEC registration statement (typically, the pro forma effect of repayment of debt will be provided in the current registration statement only with respect to the last fiscal year plus any interim period in accordance with SEC rules), the company must prepare the relevant adjusted financial data to reflect the adjustment to its historical financial data, and its outside audit firm must provide a report of having applied agreed-upon procedures with respect to such adjustments. Such report must be prepared in accordance with the standards established by the American Institute of Certified Public Accountants.

(B) Fund an acquisition:

(i) The adjustments will include those applicable with respect to acquisition(s) to be funded with the proceeds. Adjustments will be made that are disclosed as such in accordance with Rule 3-05 “Financial Statements of Business Acquired or to be Acquired” and Article 11 of Regulation S-X. Adjustments will be made for all the relevant periods for those acquisitions for which historical financial information of the acquiree is required to be disclosed in the SEC registration statement; and

(ii) Adjustments applicable to any period for which pro forma numbers are not set forth in the registration statement shall be accompanied by the relevant adjusted financial data to combine the historical results of the acquiree (or relevant portion thereof) and acquiror, as disclosed in the company’s SEC filing. Under SEC rules, the number of periods disclosed depends upon the significance level of the acquiree to the acquiror. The adjustments will include those necessary to reflect (a) the allocation of the purchase price, including adjusting assets and liabilities of the acquiree to fair value recognizing any intangibles (and associated amortization and depreciation), and (b) the effects of additional financing to complete the acquisition. The company must prepare the relevant adjusted financial data to reflect the adjustment to its historical financial data, and its outside audit firm must provide a report of having applied agreed-upon procedures with respect to such adjustments. Such report must be prepared in accordance with the standards established by the American Institute of Certified Public Accountants.

(2) Acquisitions and Dispositions – In instances other than acquisitions (and related dispositions of part of the acquiree) funded with the use of proceeds, adjustments will be made for those acquisitions and dispositions that are disclosed as such in a company’s financial statements in accordance with Rule 3-05 “Financial Statements of Business Acquired or to be Acquired” and Article 11 of Regulation S-X. If the disclosure does not specify pre-tax earnings from continuing operations, minority interest, and equity in the earnings or losses of investees, then such data must be prepared by the company’s outside audit firm for the Exchange’s consideration. In this regard, the audit firm would have to issue an independent accountant’s report on applying agreed-upon procedures in accordance with the standards established by the American Institute of Certified Public Accountants.

Adopted Mar. 12, 2009 (SR-NASDAQ-2009-018); amended Apr. 6, 2010 (SR-NASDAQ-2010-047), operative May 6, 2010; amended Apr. 1, 2011 (SR-NASDAQ-2011-050).

5315. Initial Listing Requirements for Primary Equity Securities

Rule 5310 provides guidance about computations made under this Rule 5315.

(a) For inclusion in the Global Select Market, a Company must meet all requirements in Rule 5315(e), all applicable requirements of Rules 5315(f)(1), 5315(f)(2) and 5315(f)(3) and all applicable requirements in the Listing Rules.

(b) However, if a Company is a closed end management investment company registered under the Investment Company Act of 1940, it must meet all requirements in Rule 5315(e), all applicable requirements in each of Rules 5315(f)(1) and 5315(f)(2), but not requirements of 5315(f)(3).

(c) A closed end management investment company that is listed concurrently with other closed end management investment companies that have a common investment adviser or whose investment advisers are “affiliated persons” as defined in the Investment Company Act of 1940 (a “Fund Family”) shall be eligible if:

(1) the total Market Value of Publicly Held Shares in such Fund Family is at least $220 million;

(2) the average Market Value of Publicly Held Shares for all funds in the Fund Family is $50 million; and

(3) each fund in the Fund Family has a Market Value of Publicly Held Shares of at least $35 million.

(d) A business development company as defined in Section 2 of the Investment Company Act of 1940 must meet all requirements in Rule 5315(e), and all applicable requirements in each of Rules 5315(f)(1) and 5315(f)(2), but not the requirements in 5315(f)(3). In lieu of meeting Rule 5315(f)(3), a business development company must have a Market Value of Listed Securities of at least $80 million.

(e) The Primary Equity Security shall meet all of the following:

(1) If the Company is not listed on the NGM, a bid price of at least $4 per share;

(2) At least 1,250,000 Publicly Held Shares; and

(3) Market Makers

A Company that meets the requirements of the NGM Income Standard ( Rule 5405(b)(1)) or the NGM Equity Standard ( Rule 5405(b)(2)) shall have at least three registered and active Market Makers. Otherwise, a Company shall have at least four registered and active Market Makers.

(f)

(1) Ownership Requirement

The Primary Equity Security shall meet no less than one of the following:

(A) At least 550 Total Holders and an average monthly trading volume over the prior 12 months of at least 1,100,000 shares per month; or

(B) At least 2,200 Total Holders; or

(C) A minimum of 450 Round Lot Holders.

(2) Market Value Requirement

The Publicly Held Shares shall meet one of the following:

(A) A Market Value of at least $110 million; or

(B) A Market Value of at least $100 million, if the Company has stockholders’ equity of at least $110 million; or

(C) A Market Value of at least $45 million in the case of: (i) a Company listing in connection with its initial public offering; and (ii) a Company that is affiliated with, or a spin-off from, another Company listed on the Global Select Market; or

(D) A Market Value of at least $70 million in the case of a closed end management investment company registered under the Investment Company Act of 1940.

(3) Valuation Requirement

A Company, other than a closed end management investment company, shall meet the requirements of sub-paragraph (A), (B), (C), or (D) below:

(A) (i) Aggregate income from continuing operations before income taxes of at least $11 million over the prior three fiscal years, (ii) positive income from continuing operations before income taxes in each of the prior three fiscal years, and (iii) at least $2.2 million income from continuing operations before income taxes in each of the two most recent fiscal years; or

(B) (i) Aggregate cash flows of at least $27.5 million over the prior three fiscal years, (ii) positive cash flows in each of the prior three fiscal years, and (iii) average market capitalization of at least $550 million over the prior 12 months and total revenue of at least $110 million in the previous fiscal year; or

(C) (i) Average market capitalization of at least $850 million over the prior 12 months, and (ii) total revenue of at least $90 million in the previous fiscal year; or

(D) (i) Market capitalization of at least $160 million, (ii) total assets of at least $80 million, and (iii) stockholders’ equity of at least $55 million.

Adopted Mar. 12, 2009 (SR-NASDAQ-2009-018); amended Apr. 6, 2010 (SR-NASDAQ-2010-047), operative May 6, 2010; amended Apr. 1, 2011 (SR-NASDAQ-2011-050).

5320. Other Classes of Securities

If the Primary Equity Security of a Company is included in the Global Select Market, any other security of that same Company, such as other classes of common or preferred stock, warrants and units, that qualify for listing on the Global Market shall also be included in the Global Select Market. However, exchange traded funds, index-linked securities, selected equity-linked debt securities, trust issued receipts, structured products and commodity-backed products will not be listed on the Global Select Market. See the Rule 5700 Series for rules relating to the listing of those securities and other securities not specified under the Global Select Market listing standards.

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

NASDAQ OMX AND SHARESPOST TO FORM PRIVATE MARKET

Untitled - Copy (2)

 

NASDAQ OMX AND SHARESPOST TO FORM PRIVATE MARKET
The Joint Venture – The NASDAQ Private Market – Intends to Enhance the
Efficiency and Control of the Market for Private Shares

=====    Pre-IPO Market Will be Open to All Broker-Dealers   =====
NEW YORK and SAN FRANCISCO, March 6, 2013 (GLOBE NEWSWIRE) — The NASDAQ OMX Group, Inc. (Nasdaq:NDAQ) and SharesPost, Inc. announced today a joint venture that will establish the preeminent marketplace for private growth companies. The venture combines NASDAQ OMX’s market and operating expertise as well as resources with SharesPost’s leading web-based platform.
The NASDAQ Private Market (NPM) will provide improved access to liquidity for early investors, founders and employees while enabling the efficient buying and selling of private company shares. While NASDAQ will retain a majority stake in the venture, specific terms of the joint venture were not disclosed.

“The support of entrepreneurs is a fundamental element of our DNA at NASDAQ OMX,” said Bruce Aust, EVP of NASDAQ OMX. “The NASDAQ Private Market will provide private companies additional flexibility as they plan for their future and, at the same time, bring the investment community unique opportunities. By combining our resources, expertise and reach with SharesPost’s established technology, we will bring scale, efficiency and transparency to this  marketplace.”

An increasing number of companies are choosing to remain private longer, which requires an efficient means to access liquidity for employees and investors. NPM will offer a complete, endto-end solution that will enable a private company to control the marketplace for its shares.
Transactions on NPM will meet NASDAQ OMX’s industry-leading standards for security,compliance and client support.

When my firm becomes a NASDAQ member, what impact does this have on my firm’s registered representatives?

Q: When my firm becomes a NASDAQ member, what impact does this have on my firm’s registered representatives?
When a firm registers as a NASDAQ member, certain categories of registered persons at that firm must also be
registered in the Central Registration Depository (CRD) as meeting NASDAQ registration status.
• Series 4 (Options Principal)
• Series 6 (Limited Representative, Investment Company and Variable Contracts Products)
• Series 7 (General Securities Representative)
• Series 9/10 (General Securities Sales Supervisor)
• Series 11 (Assistant Representative Order Processing)
• Series 17 (United Kingdom – Limited General Securities Registered Representative)
• Series 24 (General Securities Principal)
. Series 24 (Limited Principal, Proprietary Trader Principal (S56, S24))
• Series 26 (Limited Principal, Investment Company and Variable Contracts Products)
• Series 27 (Financial and Operations Principal)
• Series 28 (Introducing Broker/Dealer Financial and Operations Principal)
• Series 37/38 (Canada – Limited General Securities Registered Representative)
• Series 42 (Options Representative)
• Series 55 (Equity Trader) [Not required for NASDAQ members that are not FINRA members]
. Series 56 (Proprietary Trader)
• Series 62 (Corporate Securities Representative)

Firms that are approved and register as NASDAQ members will be required to submit U4s for each registered
representative in the above categories in CRD.

9088d-1487349_439244106201841_2132384116_n

 

7 Financial Information

1504104_439189956207256_381122392_n

 

A company’s by-laws or other constitutional documents are required to provide for a quorum of no less than 33-1/3% and board independence.

7 Financial Information

7.1 Audited Financial Statements

Foreign issuers register under Form 20-F which must be prepared and signed by the foreign company. The form must be accompanied by financial statements including audited consolidated balance sheets as of the end of each of the two most recent fiscal years together with audited consolidated statements of income and changes in financial position for each of the three fiscal years preceding the date of the most recent consolidated balance sheet.

A corporation that qualifies as a “smaller reporting company” under federal securities laws has less burdensome reporting requirements and some time periods are shorter.

7.2 Applicable Accounting Standards

Companies issuing on NASDAQ must comply with U.S. GAAP or, in some circumstances, with International Financial Reporting Standards (“IFRS”).

7.3 Overseas Companies

An exception from NASDAQ’s financial reporting requirements is available provided that the foreign issuer’s practice is permitted by home country law. A foreign issuer that follows a home country practice in lieu of one or more provisions of the Rule 5000 series shall disclose in its annual reports filed with the Commission or on its website each requirement of the Rule 5000 series that it does not follow and describe the home country practice followed by the issuer in lieu of such requirements. In addition, a foreign issuer making its initial public offering or first U.S. listing on NASDAQ shall make the same disclosures in its registration statement or on its website.

7.4 Pro Forma Financial Information

For certain companies in certain industries, a projection covering a two or three year period may be entirely reasonable. Other companies may not have a reasonable basis for projections beyond the current year. Accordingly, management should select the period most appropriate in the circumstances.

7.5 Interim Financial Information

The flotation documentation must contain annual financial information for the prior 2-3 years and the most recent quarterly financial information.

8 Parties Involved

8.1 Sponsor

Securities listed on NASDAQ must initially be sponsored by three Market Makers, and must be sponsored by two Market Makers to continue to list on the exchange