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Initial Listing on The NASDAQ Stock Market®
To list its securities on The NASDAQ Stock Market, a company is required to meet certain initial quantitative and qualitative requirements and to submit an application. Once the application is received, it will undergo an extensive review by NASDAQ's Listing Qualifications. The following includes some frequently asked questions regarding the application and the review process to initially list securities on The NASDAQ Global Select Market®, The NASDAQ Global Market® or The NASDAQ Capital Market®.
Applicable Rules: Marketplace Rules 4300, 4310, 4320, 4330, 4350, 4351, 4410, 4420, 4426, 4430, 4440, 4470 and 4500.
What are the initial listing standards?
The initial listing requirements are designed to facilitate capital formation for companies worldwide and, at the same time, to protect investors and prospective investors in those companies.
NASDAQ's quantitative listing requirements generally call for companies to meet higher thresholds for initial listing than continued listing, thus helping to ensure that companies have reached a sufficient level of maturity prior to listing. NASDAQ also requires listed companies to meet stringent corporate governance standards. NASDAQ listing standards are transparent to companies and investors alike, and are rigorously enforced.
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 Listing Requirements and Fees (PDF).
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), SEC Form 10 may be required.
Does NASDAQ offer a preliminary listing eligibility review for prospective applicants?
Yes. A company can seek a preliminary listing eligibility review by NASDAQ Listing Qualifications 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 Rule 4350, such as board and board committee structure, and regulatory concerns, such as may be raised under IM-4300. In considering whether any such questions exist, the company may find it helpful to review the information necessary to be submitted with Part IV of the Listing Application (PDF).
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, and staff will issue a letter to that effect. 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, at +1 212 401 8724.
Where can I find the necessary listing forms and instructions to list on NASDAQ?
The listing applications and the related forms are available on the NASDAQ.com website. Please see Applications & Forms. Detailed step-by-step instructions for the listing process can be found in the Guide for Initial Public Offerings and the Guide for Publicly Traded Securities. Questions regarding the listing process should be directed to Listing Qualfications at +1 301 978 8008.
What do I need to submit with my application?
The company should submit the following:
The completed and manually signed Listing Application (PDF);
The completed and manually signed Listing Agreement (PDF);
The completed and manually signed Corporate Governance Certification Form (PDF);
Copies of its Registration Statement (if applicable), any amendments, and all correspondence from Securities and Exchange Commission ("SEC") regarding the registration statement and a copy of the company's responses;
Copies of its SEC filings for the past year, if applicable;
Documentation from the company's transfer agent or another independent source confirming that it has the minimum number of round lot shareholders;
Information to address all items covered in Part IV: Additional Documentation and Information of the application;
Company Logo Authorization Form (PDF) and Logo Artwork; and
A $5,000 non-refundable application fee.
NASDAQ may request additional information as required.
Please see The NASDAQ Listing Application (PDF) for a complete set of the application and the related forms necessary for listing on The NASDAQ Stock Market. The company may also apply for listing using NASDAQ's online application.
In the case of a company that is planning an initial public offering, at what point in the IPO process should the initial listing application be filed with NASDAQ?
The 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.
Can a company proceed with the submission of a listing application even if not all the information requested in the application is available at this 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.
Where should I send the application, listing agreement and any other supporting documentation?
Send the application, listing agreement and supporting documentation to:
The NASDAQ Stock Market LLC
Listing Qualifications
9600 Blackwell Road
Rockville, MD 20850
What are the fees associated with the listing on The NASDAQ Stock Market?
See Listing Requirements and Fees (PDF). The company is subject to a $5,000 non-refundable application fee and a variable entry fee. The $5,000 application fee must be submitted with the company's application. The variable entry fee is due upon NASDAQ's approval of the application and prior to listing.
Where should the fee payments be sent?
If the company wishes to pay by check, the applicable fee and payment form should be sent by courier/overnight to:
The NASDAQ Stock Market LLC
Listing Qualifications
Lockbox 20200
c/o Wachovia Bank, N.A.
401 Market Street
Philadelphia, PA 19106
For its initial submission, the company must submit a copy of the Entry Fee Payment Form: Initial Submission (PDF). For payment of its remaining fees, the company should submit the Entry Fee Payment Form: Payment of Balance (PDF).
May I remit my listing fee via wire transfer? If so, what are your wiring instructions?
Yes. The wiring instructions are as follows:
| By Federal Reserve Wire |
| The NASDAQ Stock Market LLC |
| Bank Name: | Wachovia Bank, N.A. |
| Bank Address: | New York, NY |
| SWIFT Number: | PNBPUS3NNYC |
| ABA Number: | 031201467 |
| Beneficiary: | NASDAQ |
| Account Number: | 2000031405177 |
| Reference: | GL2100625, company name, symbol, and note that the fees are for initial listing. |
| By American Clearing House
| | The NASDAQ Stock Market LLC
|
| Bank Name: | Wachovia Bank |
| Bank Address: | New York, NY |
| SWIFT Number: | PNBPUS3NNYC |
| ABA Number: | 026012881 |
| Beneficiary: | NASDAQ |
| Account Number: | 2000031405177 |
| Reference: | GL2100625, company name, symbol, and note that the fees are for initial listing. |
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.
What happens if the 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 for additional information.
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 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 Commission. NASDAQ reserves the right to make adjustments to estimate stockholders' equity at the time of listing. For example, 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, if the company has previously reported net losses.
How are the company's publicly held shares calculated?
For the purposes of meeting NASDAQ's listing requirements, publicly held shares are equal to 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.
How does NASDAQ measure compliance with the bid price requirement for initial listing when a company lists pursuant to an Initial public offering?
NASDAQ's rules require a minimum bid price of either $5 per share for The NASDAQ Global Market and The NASDAQ Global Select Market or $4 per share for The NASDAQ Capital Market. An issuer listing pursuant to an initial public offering satisfies this requirement so long as the offering is priced at or above the minimum required price.
How does NASDAQ measure compliance with the bid price requirement for initial listing for seasoned issuers?
NASDAQ's rules require that issuers meet a minimum bid price requirement of either $5 for The NASDAQ Global Market and The NASDAQ Global Select Market or $4 for initial listing on The NASDAQ Capital Market. Seasoned issuers must meet the applicable requirement on the date NASDAQ approves their listing application and are expected to list promptly thereafter.
For an issuer traded on a non-listed market, promptly generally means within five business days of approval. However, in the case of issuers listed on another exchange, promptly generally means within fifteen business days of approval, to take account the additional time required to effect the transfer from the other market.
Note: A company that qualifies for listing only under the market value of listed securities standard must also meet the bid price requirement for 90 consecutive trading days prior to applying for listing.
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 bid price requirement for initial listing. Generally, when this happens, NASDAQ will require that the issuer continue to meet the bid 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 bid 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 bid 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?).
How do the corporate governance requirements of Marketplace Rule 4350 apply to foreign private issuers?
NASDAQ's corporate governance requirements generally apply to foreign private issuers. However, Marketplace Rule 4350(a)(1) permits foreign private issuers to follow certain home country governance practices in lieu of the comparable NASDAQ requirements. To do so, a company must provide NASDAQ with a letter from outside counsel in the company's home country, certifying that the company's practices are not prohibited by home country law. This letter is only required once, either at the time of initial listing, or prior to the time the company first adopts a non-conforming practice.
All foreign private issuers must comply with those requirements of Rule 4350 that are mandated by U.S. securities laws and regulations. As such, all foreign private issuers are still required to comply with the audit committee requirements of Rule 10A-3 under the Securities Exchange Act of 1934. All foreign private issuers must also continue to comply with the listing agreement requirement, the requirement to promptly notify NASDAQ of material non-compliance, and the requirement to disclose receipt of a going concern opinion.
A foreign private issuer relying on an exemption must disclose in its annual reports filed with the Securities and Exchange Commission each requirement of Rule 4350 that it does not follow and the alternative home country practice it does follow. In addition, a foreign private issuer making its initial public offering or first U.S. listing on NASDAQ must disclose any such practices in its registration statement.
How does a company obtain a symbol to trade on The NASDAQ Stock Market?
A company may request a symbol for trading on The NASDAQ Stock Market by using our on-line form. An applicant to list on The NASDAQ Stock Market may request to reserve a symbol up to six months in advance of an initial listing application submission. One symbol may be reserved, and the reservation will remain in place for up to six months.
The NASDAQ Stock Market does not reserve symbols for the OTCBB or the Pink Sheets.
Are Capital Markets securities 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.
If the application is denied, may the company appeal NASDAQ's determination?
If the NASDAQ Staff determines to deny the initial application to list, the company may appeal NASDAQ's determination to deny initial inclusion. See Hearings Process for additional information.
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