Transfer From The NASDAQ Global Market or The NASDAQ Global Select Market to The NASDAQ Capital Market
There may be times when a company no longer complies with The NASDAQ Global Market or The NASDAQ Global Select Market quantitative requirements, but complies with The NASDAQ Capital Market quantitative requirements for continued listing. In these situations, the company may wish to apply to transfer its securities to The NASDAQ Capital Market. This process and the application are commonly referred as the "transfer application". The company's application will undergo a review similar to the initial listing process. However, this review process generally does not take as much time.
Which listing standards do I need to meet to transfer to The NASDAQ Capital Market?
Generally, to transfer its securities, the company must meet all of the continued listing criteria for The NASDAQ Capital Market. See Listing Standards & Fees.
My company's bid price is below $1.00. Are we still eligible to submit a Capital Market transfer application?
Yes. If the company's only issue pertains to the minimum $1.00 bid price requirement, it is eligible to transfer to The NASDAQ Capital Market. Upon approval of the transfer application, the company will also be afforded the remaining balance of the Capital Market's initial 180-day compliance period for a bid price deficiency. However, to be eligible for an additional 180-day compliance period, the company must meet all of the Capital Market's initial inclusion criteria other than bid price upon the expiration of the initial 180-day compliance period. Accordingly, if such expiration is imminent, NASDAQ Staff may not approve the transfer application if the company does not meet the initial inclusion criteria. The company should contact its Listing Qualifications analyst to discuss this matter, including the Hearings process and the amount of time necessary to complete the application prior to a hearing.
My company is in the Hearings process for failure to meet the minimum $1.00 bid price requirement. Can we still submit a transfer application?
Yes. However, a company that is in the Hearings process for the minimum $1.00 bid price requirement can submit a transfer application ONLY if it meets all initial listing criteria (except initial bid price) for the Capital Market. If the application is approved, the company's securities will be transferred to the Capital Market. The company will be granted a second 180-day compliance period to resolve its $1.00 bid price deficiency.
My company has received a delisting notice for a compliance concern other than the minimum $1.00 bid price requirement. Can we still submit a transfer application?
Yes. If a company has received a delisting notice for failure to meet the continued listing criteria for the Global Market and Global Select Market, and would like to transfer to the Capital Market, the company should request a Hearing and submit a transfer application. NASDAQ Staff will review the application for compliance with the Capital Market's continued listing standards, and if the application is approved prior to the Hearing, the Hearing will become moot and will be canceled.
My company has received a delisting notice for a compliance concern other than the minimum $1.00 bid price requirement, and is also in the initial 180-day compliance period for the minimum $1.00 bid price requirement. Can we still submit a transfer application?
If the company's initial 180 day compliance period has not expired, it can submit a transfer application. If the application is approved, the company will be afforded the balance of the initial 180-day compliance period. However, to be eligible for an additional 180-day compliance period on the Capital Market, the company must meet all of the Capital Market's initial listing criteria other than bid price upon the expiration of the initial 180-day compliance period. Accordingly, if such expiration is imminent, NASDAQ Staff may not approve the transfer application if the company does not meet the Capital Market's initial listing standards. The company should contact its Listing Qualifications analyst to discuss this matter, including the Hearings process and the amount of time necessary to complete the application prior to a hearing.
What do I need to submit with my NASDAQ Capital Market transfer application?
The company should submit the following:
NASDAQ may request additional information as required.
Where should I send the transfer 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 transfer to The NASDAQ Capital Market?
There are no application or entry fees associated with a transfer from The NASDAQ Global Select Market or The NASDAQ Global Market to The NASDAQ Capital Market.
Will I be credited for the unused portion of The NASDAQ Global Market or The NASDAQ Global Select Market annual fee?
Yes. Nasdaq provides a credit against the annual fee in the year of the transfer for the unused portion of The NASDAQ Global Market or The NASDAQ Global Select Market annual fee. Please see Listing Rule 5910(c)(3). (Updated: April 13, 2009)
When will my securities be transferred to The NASDAQ Capital Market?
If the company attended a Listing Qualifications Panel Hearing and the Panel’s decision was to transfer the securities to The NASDAQ Capital Market, the Panel's decision letter will include the date of the transfer. Generally, the date of the transfer will be within two business days of the Panel's decision letter.
If the company received a Staff Determination Letter to delist and decides to transfer its securities to the Capital Market rather than request a hearing, the transfer application must be received no later than seven calendar days after the date of the Staff Determination Letter. The transfer will occur nine calendar days after the date of the Staff Determination Letter and is contingent upon the completion of the application review and approval process.
Finally, if a company, that is not the subject of a hearing and has not received a Staff Determination Letter, voluntarily chooses to transfer to The NASDAQ Capital Market, the transfer will generally occur nine calendar days following receipt of the transfer application.
Should I wait to submit the transfer application and supporting documentation at one time?
No. Frequently, it may take the company several days to gather the necessary information on certain items. The company may submit the transfer application and listing agreement first and then follow-up with the supporting documentation within a few days, particularly if the company attended a Hearing and has a definitive deadline for submitting the transfer application. Submitting the information available allows NASDAQ to begin the review process at that time.
If my company transfers to The NASDAQ Capital Market, can it reapply to The NASDAQ Global Market or The NASDAQ Global Select Market at a later date?
Yes. The company must meet the initial inclusion requirements for the Global Market or the Global Select Market, as applicable.
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