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 Listing Rule 5600, such as board and board committee structure, and regulatory concerns, such as may be raised under Rule 5100 and IM-5100. 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.
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.
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:
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