INITIAL LISTING *** Looks like we could list for 1$ a/share
Companies must meet all of the criteria under at least one of the three standards below.
NASDAQ Capital Market Initial Listing Requirements1
Requirements
Equity Standard
Listing Rules
5505(a) and 5505(b)(1)
Market Value of Listed Securities Standard
Listing Rules
5505(a) and 5505(b)(2)2
Net Income Standard
Listing Rules
5505(a) and 5505(b)(3)
Stockholders’ equity
$5 million
$4 million
$4 million
Market value of publicly held shares
$15 million
$15 million
$5 million
Operating history
2 years
N/A
N/A
Market value of listed securities3
N/A
$50 million
N/A
Net income from continuing operations
(in the latest fiscal year
or in two of the last three
fiscal years)
N/A
N/A
$750,000
Bid price
$4
$4
$4
Publicly held shares4
1 million
1 million
1 million
Shareholders (round lot holders)5
300
300
300
Market makers6
3
3
3
Corporate governance7
Yes
Yes
Yes
1 Companies must meet the bid price, publicly held shares, round lot holders, and market makers requirements as set forth in Rule 5505(a) and at least one of the Standards in Rule 5505(b).
2 Seasoned companies (those companies already listed or quoted on another marketplace) qualifying only under the Market Value of Listed Securities Standard must meet the market value of listed securities and the bid price requirements for 90 consecutive trading days prior to applying for listing.
3 The term, “listed securities”, is defined as “securities listed on NASDAQ or another national securities exchange.”
4 Publicly held shares is defined as total shares outstanding, less any shares held directly or indirectly by officers, directors or any person who is the beneficial owner of more than 10% of the total shares outstanding of the company. In the case of ADRs, at least 400,000 shall be issued.
5 Round lot holders are shareholders of 100 shares or more. The number of beneficial holders is considered in addition to holders of record.
6 An electronic communications network (ECN) is not considered a market maker for the purpose of these rules.
7 In addition to the above quantitative requirements, companies must comply with all corporate governance requirements as set forth in the Rule 5600 Series.
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CONTINUED LISTING
Companies must meet all of the criteria under at least one of the three standards below.
NASDAQ Capital Market Continued Listing Requirements1
Requirements
Equity Standard
Listing Rules
5550(a) and 5550(b)(1)
Market Value of Listed Securities Standard
Listing Rules
5550(a) and 5550(b)(2)
Net Income Standard
Listing Rules
5550(a) and 5550(b)(3)
Stockholders’ equity
$2.5 million
N/A
N/A
Market value of listed securities2
N/A
$35 million
N/A
Net income from
continuing operations
(in the latest fiscal year or in two of the last three fiscal years)
N/A
N/A
$500,000
Publicly held shares3
500,000
500,000
500,000
Market value of publicly held securities
$1 million
$1 million
$1 million
Bid price
$1
$1
$1
Public holders4
300
300
300
Market makers5
2
2
2
Corporate governance6
Yes
Yes
Yes
1 Companies must meet the bid price, publicly held shares, market value of publicly held shares, public holders, and market makers requirements as set forth in Rule 5550(a) and at least one of the Standards in Rule 5550(b).
2 The term, “listed securities”, is defined as “securities listed on NASDAQ or another national securities exchange.”
3 Publicly held shares is defined as total shares outstanding, less any shares held directly or indirectly by officers, directors or any person who is the beneficial owner of more than 10% of the total shares outstanding of the company.
4 Public holders of a security include both beneficial holders and holders of record, but does not include any holder who is directly or indirectly an executive officer, director, or the beneficial holder of more than 10% of the total shares outstanding.
5 An electronic communications network (ECN) is not considered a market maker for the purpose of these rules.
6 In addition to the above quantitative requirements, companies must comply with all corporate governance requirements as set forth in the Rule 5600 Series.
ENTRY FEES
• Entry fees are based upon the aggregate number of shares to be listed at the time of initial listing, regardless of class.
• Fees are assessed on the date of entry in The NASDAQ Capital Market, except for $5,000, which represents a non-refundable application fee. This fee must be submitted with the company’s application.
• For non-U.S. issuers, entry fees are levied only on those shares or American Depositary Receipts issued and outstanding in the United States.
• Entry fees paid by a company for all classes of securities listed on the Capital Market, including entry fees previously paid by the company to list securities at an earlier date, shall not exceed $75,000. However, notwithstanding this fee cap, applications are subject to the $5,000 non-refundable fee.
• A company that submits an application to list on The NASDAQ Global Select Market or The NASDAQ Global Market, but prior to listing, revises its application to seek listing on The NASDAQ Capital Market, is not required to pay the application fee in connection with its revised application.
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• NASDAQ does not charge application or entry fees for any securities that are transferred from a national securities exchange to list exclusively on The NASDAQ Stock Market.
• NASDAQ does not charge entry or application fees for the securities of a company that is listed on another securities exchange but not listed on NASDAQ, if the issuer of such securities is acquired by an unlisted company and, in connection with the acquisition, the unlisted company lists exclusively on The NASDAQ Capital Market.
• NASDAQ does not charge entry or application fees for the securities of a company that is dually listed on the New York Stock Exchange and The NASDAQ Stock Market. Companies that dually list on other securities exchanges are subject to the applicable fees described in this section. (Please see Dual Listings on page 15.)
NASDAQ Capital Market Entry Fees
Shares
Entry Fees
Up to 15 million
$50,000
Over 15 million
$75,000
ANNUAL FEES
• Annual fees are based on the company’s Total Shares Outstanding for all classes of stock listed on the Capital Market, as reported in the company’s latest filing on record with NASDAQ. For non-U.S. issuers, TSO includes only those shares issued and outstanding in the United States.
• In the first year of listing, the company’s annual fee will be prorated based on the date of listing.
• For a company transferring to The NASDAQ Capital Market from The NASDAQ Global Select Market or Global Market, NASDAQ will apply a credit toward the balance of the company’s new annual fee based on the annual fee already paid.
• Annual fees for American Depository Receipts listed on The NASDAQ Capital Market are based on the aggregate number of all classes of ADRs listed. NASDAQ will apply fees based on ADRs, as reported in the issuer’s most recent periodic report required to be filed with the issuer’s appropriate regulatory authority or in more recent information held by NASDAQ.
NASDAQ Capital Market Annual Fees*
Total Shares Outstanding
Annual Fees
Annual Fees for ADRs
Up to 10 million
$27,500
$17,500
Over 10 million
$27,500
$21,000
* For dually listed securities, please see Dual Listings on page 15. For a complete listing of the Capital Market fees, refer to the NASDAQ Listing Rule 5900 Series.
FEES FOR LISTING A NEW CLASS OF SECURITIES
Companies listed on NASDAQ must complete an application to list a new class of securities that is not currently listed on NASDAQ. When a current NASDAQ-listed company lists a new class of securities on The NASDAQ Capital Market, it is assessed a variable fee based on the total number of shares outstanding of the new class of securities at the time of initial listing. Entry fees paid by a company for all classes of securities listed on the
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Capital Market, including entry fees previously paid by the company to list securities at an earlier date, shall not exceed $75,000.
Fees are assessed on the date of entry in The NASDAQ Capital Market, except for $5,000, which represents a non-refundable application fee. This fee must be submitted with the company’s application. The company will also be assessed a pro-rated annual fee.
FORMS
Applications, listing agreements and payment forms are located at www.NASDAQ.com/about/listing
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