NASDAQ Capital Market Listing Requirements
Posted by Laura Anthony, Esq. on May 04, 2017
NASDAQ Capital Market Listing Requirements- Today is the first LawCast in a series discussing NASDAQ listing requirements. The NASDAQ Stock Market currently has three tiers of listed companies: (1) The NASDAQ Global Select Market, (2) The NASDAQ Global Market and (3) The NASDAQ Capital Market. Each tier has increasingly higher listing standards, with the NASDAQ Global Select Market having the highest initial listing standards and the NASDAQ Capital Markets being the entry-level tier for most micro- and small-cap issuers. This LawCast series is focused on the NASDAQ Capital Market tier.A company seeking to list securities on NASDAQ must meet minimum listing requirements, including specified financial, liquidity and corporate governance criteria. NASDAQ has broad discretion over the listing process and may deny an application, even if the technical requirements are met, if it believes such denial is necessary to protect investors and the public interest.
Although not in the rules, through experience, I know that NASDAQ pays close attention to trading volume and liquidity of applicants. NASDAQ has a valid concern that either once trading volume picks up, a company’s price will adjust downward and not meet the minimum requirements, or that the company will remain illiquid, either way, the company would not be a good candidate for the national exchange.
Although also not in the rules, NASDAQ considers a company’s market cap. Where a company has a very high market capitalization considering its assets, revenues and other standard metrics of valuation, NASDAQ will be weary. Again the concern is that once trading on an exchange and garnering institutional attention and analyst coverage, the company’s valuation will adjust to a more probable number, which may result in a share price below the minimum NASDAQ requirements.
In that regard, once listed, a company must meet continued listing standards. In order to apply for listing on NASDAQ, a company must complete and submit to NASDAQ a listing application including specified documents and information. The application process generally takes four to six weeks. Upon submittal of the application, a NASDAQ analyst will be assigned to the file as a lead interface with the company. The company will receive an initial comment letter within two to three weeks, and the comment and review process will continue until the application is either approved or denied. Like a filing with the SEC, a well prepared NASDAQ application will result in fewer comments and a smoother, quicker process. Generally, a company’s securities counsel takes the lead and is the point person in preparing the application and communicating with NASDAQ.
Also similar to an SEC review process, NASDAQ will review publicly available information about a company, including but not limited to SEC filings, a company’s website, management communications and speeches, and press releases. For the most part, the back-and-forth process does not require a formal protocol, and communications will include e-mail correspondence and phone calls.