The NASDAQ Listing Application
Posted by Attorney Laura Anthony on June 15, 2016
The NASDAQ application package includes: (i) a symbol reservation form; (ii) the listing application (which requires supplemental documents); (iii) the listing agreement; (iv) the corporate governance certification; (v) the initial application fee, payable via check or wire transfer; and (vi) a logo submission form. Today I will give a brief summary of the each of the forms other than the listing application itself which I will pick up in the next Lawcast in this series.
All the application forms are completed online at the NASDAQ website listing center. The online platform allows for uploading supplemental and supporting documents. All of the forms should be reviewed in advance and the requisite information readily available before submitting the application.
The symbol reservation form is a one-page fill-in electronic form. NASDAQ symbols must be 1-5 characters. The symbol reservation form requests three symbol choices in order of preference. Although NASDAQ will likely give the first choice if available it has full authority to assign, rescind, or reassign a trading symbol at any time. In addition to the symbol choice, the symbol reservation form includes additional basic information regarding the issuer and planned public offering, including, for example, the name of attorney, lead underwriter if applicable, names of CEO and CFO, yearly revenues, company website and company sector.
The Listing Agreement is a simple 2-page agreement affirming the company’s agreement to comply with all rules and regulations of the NASDAQ Stock Market and indemnifying and holding NASDAQ harmless from liability. In particular, a listed company holds NASDAQ harmless and agrees to indemnify the exchange from any liability resulting from third-party trademark infringement claims related to the company’s symbol and logo and NASDAQ’s use of same. In addition, the listing agreement contains a disclaimer of warranty and liability against NASDAQ for trading issues other than those resulting from gross negligence or willful misconduct.
The corporate governance certification form certifies compliance with the governance requirements. Where an exemption applies, the form requires specification of the exemption terms. The form specifies the different rules and exceptions in a check-the-box format.
The logo submission form contains the guidelines for the logo and affirms NASDAQ’s rights to use it. NASDAQ uses company logos in its own marketing materials, on the MarketSite Video Wall and Tower and on websites.
The NASDAQ Capital Market charges a non-refundable application fee of $5,000. Entry fees are based upon the aggregate number of shares to be listed at the time of initial listing, regardless of class, with a maximum cap of $75,000. The entry fee is assessed on the date of entry to the NASDAQ Capital Market. NASDAQ also charges annual fees based on the company’s total shares outstanding.