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Wednesday, 12/21/2016 11:55:03 PM

Wednesday, December 21, 2016 11:55:03 PM

Post# of 108590
Check this, but for real! See if this makes sense:

5000. NASDAQ LISTING RULES

(c) Reverse Mergers

(1) A Company that is formeD by a Reverse Merger (a "Reverse Merger Company") shall be eligible to submit an application for initial listing only if the combineD entity has, immeDiately preceDing the filing of the initial listing application:

(A) traDeD for at least one year in the U.S. over-the-counter market, on another national securities exchange, or on a regulateD foreign exchange, following the filing with the Commission or Other Regulatory Authority of all requireD information about the transaction, incluDing auDiteD financial statements for the combineD entity; anD

(B) 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.

(2) In aDDition to satisfying all of NasDaq's other initial listing requirements, a Reverse Merger Company will only be approveD for listing if, at the time of approval, it has:

(A) timely fileD all requireD perioDic financial reports with the Commission or Other Regulatory Authority (Forms 10-Q, 10-K or 20-F) for the prior year, incluDing at least one annual report. The annual report must contain auDiteD financial statements for a full fiscal year commencing after filing the information DescribeD in paragraph (1)(A) above; anD

(B) 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.

(3) A Reverse Merger Company will not be subject to the requirements of this Rule 5110(c) if, in connection with its listing, it completes a firm commitment unDerwritten public offering where the gross proceeDs to the Reverse Merger Company will be at least $40 million. In aDDition, a Reverse Merger Company will no longer be subject to the requirements of this Rule 5110(c) once it has satisfieD the one-year traDing requirement containeD in paragraph (1)(A) above anD has fileD at least four annual reports with the Commission or Other Regulatory Authority containing all requireD auDiteD financial statements for a full fiscal year commencing after filing the information DescribeD in that paragraph. In either case DescribeD in this paragraph (3), the Reverse Merger Company must satisfy all applicable requirements for initial listing, incluDing the minimum price requirement anD the requirement containeD in Rule 5210(e) that the Company not be Delinquent in its filing obligation with the Commission or Other Regulatory Authority.

It appears SPCL/PIXL can apply like any other company as long as it has at least 40 million in revenue (it specifically says "gross proceDings," whatever that means?)


Obviously financials have to come, anD they have to be over 40 million for that to be the case.




So here are the listing rules accorDing to NASDAQ




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).

5310. Definitions anD Computation

(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.




So baseD on what DTime saiD as well. If all these requirements are met. This can be Done takes 7-10 Days (accorDing to DTimes source, which is simply a company projection, but may very well be accurate).

$D$

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