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 Unrestricted Publicly Held Shares in such Fund Family is at least $220 million;
(2) the average Market Value of Unrestricted 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 Unrestricted 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 Unrestricted Publicly Held Shares;
(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;
(4) If the security is trading in the U.S. over-the-counter market as of the date of application, such security must have a minimum average daily trading volume of 2,000 shares over the 30 trading day period prior to listing (including trading volume of the underlying security on the primary market with respect to an ADR), with trading occurring on more than half of those 30 days, unless such security is listed on the Exchange in connection with a firm commitment underwritten public offering of at least $4 million; and
(5) In the case of ADRs, at least 400,000 issued.
(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) (i) A minimum of 450 Round Lot Holders; and (ii) at least 50% of such Round Lot Holders must each hold Unrestricted Securities with a Market Value of at least $2,500; provided that (ii) shall not apply to a Company whose business plan is to complete one or more acquisitions, as described in IM-5101-2.
(2) Market Value Requirement
The Unrestricted 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.
Staying listed as an OTC is a HUGE reason for all of this nonsense.
AI
