Nasdaq Listing Application Timeline
Listing on Nasdaq’s Capital Market generally takes 4–6 weeks. This period can be shortened if your application raises no significant issues and you respond promptly.
| Week | Key Milestone |
|---|---|
| Week 1 | Application submitted; Nasdaq Listing Qualifications Staff begins review. |
| Weeks 2–3 | Staff completes preliminary review and sends comment letter. |
| Weeks 3–6 | Company responds to all staff comments. |
| Weeks 7–8 | Staff finalizes review; company is approved for listing. |
Short Document Checklist for Nasdaq Listing
- Symbol Reservation Form. This form is required to reserve or change your trading symbol. Symbol reservation requests may be submitted up to two years in advance and can be completed online through the Listing Center. Symbol reservations are not required for non-convertible bonds, other than baby bonds.
- Listing Application. This form can be completed online through the Listing Center.
- Listing Agreement. This form can be completed online through the Listing Center.
- Corporate Governance Certification. This form can be completed online through the Listing Center.
- Application Fee Submission. Companies must submit the application fee with their application. The full entry fee is due prior to the first day of trading. All payments must be made by wire transfer. Wire payment instructions can be found here.
- Logo Submission Form. This form can be completed online through the Listing Center.
Nasdaq Electronic Application Process
The Nasdaq Listing Center is an online document platform that supports the electronic submission of listing applications and forms. Nasdaq’s online process streamlines the preparation of applications and forms by pre-populating its form with much of the required information. Companies can also securely submit supplemental documentation.
Nasdaq Capital Market Direct Listing Financial & Liquidity Requirements
Companies listing in connection with a Direct Listing must meet all of the criteria under at least one of the three standards below (Equity, Market Value, or Net Income). Listing Rule IM-5505-1 provides that in determining whether a company satisfies the initial listing requirements based on the price of a security, Nasdaq will rely on a valuation* provided by an independent third-party that has significant experience and demonstrable competence or certain compelling evidence.
* If the company’s security has had sustained recent trading in a private placement market, Nasdaq will attribute price, market value of listed securities, and market value of unrestricted publicly held shares to the company equal to the lesser of (i) the value calculable based on the independent third-party valuation and (ii) the value calculable based on the most recent trading price in a private placement market.
**Securities subject to resale restrictions for any reason are excluded from the calculation of publicly held shares, market value of publicly held shares and round lot shareholders. In addition, except for SPACs listing under IM-5101-2, at least half of the minimum required number of round lot holders must each hold unrestricted securities with a minimum value of $2,500.
A company that principally administers its business in a Restrictive Market will not be permitted to list on the Nasdaq Capital Market in connection with a Direct Listing.
Nasdaq Corporate Governance Standards
Companies listed on the Nasdaq Stock Market are required to meet high standards of corporate governance, as set forth in the Listing Rule 5600 Series. Certain exemptions and phase-ins from these requirements apply to limited partnerships, foreign private issuers, initial public offerings and controlled companies. The following chart provides an overview of Nasdaq’s corporate governance requirements.
| Corporate Governance Requirement | Description | Listing Rule |
|---|---|---|
| Distribution of Annual or Interim Reports | The company must make its annual and interim reports available to shareholders, either by mail or electronically through the company’s website. | 5250(d) |
| Independent Directors | The company’s board of directors is required to have a majority of independent directors. | 5605(b) |
| Audit Committee | The company is required to have an audit committee consisting solely of independent directors who also satisfy the requirements of SEC Rule 10A-3 and can read and understand fundamental financial statements. The audit committee must have at least three members. One member must have financial expertise. | 5605(c) |
| Compensation of Executive Officers | The company is required to have a compensation committee consisting solely of independent directors and having at least two members. The committee must determine or recommend to the full board the compensation of the chief executive officer and all other executive officers. | 5605(d) |
| Nomination of Directors | Independent directors must select or recommend nominees for director positions. | 5605(e) |
| Code of Conduct | The company must adopt a code of conduct applicable to all directors, officers, and employees. | 5610 |
| Annual Meetings | The company is required to hold an annual meeting of shareholders no later than one year after the end of its fiscal year. | 5620(a) |
| Solicitation of Proxies | The company is required to solicit proxies for all shareholder meetings. | 5620(b) |
| Quorum | The company must provide for a quorum of not less than 33 1/3% of the outstanding shares of its voting stock at any meeting of holders of its common stock. | 5620(c) |
| Conflict of Interest | The company must conduct an appropriate review and oversight of all related-party transactions for potential conflicts of interest. | 5630 |
| Shareholder Approval | The company must obtain shareholder approval prior to issuing securities in connection with: (i) certain acquisitions of stock or assets, (ii) equity-based compensation of officers, directors, employees, or consultants, (iii) a change of control, and (iv) a 20% Issuance at a price less than the Minimum Price. | 5635 |
| Voting Rights | Corporate actions or issuances cannot disparately reduce or restrict the voting rights of existing shareholders. | 5640 |
Nasdaq Entry and Annual Fees
The charts below provide an overview of entry and annual fees, by market tier, for most companies. A separate entry fee schedule applies to closed-end funds, debt securities, exchange-traded funds, and other types of structured products. More information about fees is available in the Listing Rule 5900 Series.
Entry Fees (Capital Market)
Entry fees on the Nasdaq Capital Market, except for SPACs, are based upon the aggregate number of shares outstanding at the time of initial listing. The application fee, which is included in the amounts listed below, is non-refundable and must be submitted with the application. The remaining entry fee is due prior to the first day of trading.
- Up to 15M Shares Outstanding — $50,000 (includes $5K app. fee)
- Over 15M Shares Outstanding — $75,000 (includes $5K app. fee)
Annual Fees (Capital Market)
- Up to 10M Shares — $53,000
- 10M to 50M Shares — $70,000
- Over 50M Shares — $86,000
Ready to List?
Listing on the Nasdaq Capital Market is a streamlined and orderly process, but it requires completing several steps and meeting stringent requirements. To avoid delays or undesirable results, it is best to hire an experienced securities attorney to manage the process on behalf of the issuer. If you have questions about listing your company or need a securities attorney to drive your listing, Hamilton & Associates Law Group, P.A. is ready to help. Our Founder, Brenda Hamilton, is a nationally known and recognized securities attorney with over two decades of experience assisting issuers worldwide with going public on the Nasdaq, NYSE, and OTC Markets.
To speak with a Securities Attorney, please contact Brenda Hamilton at 200 E Palmetto Rd, Suite 103, Boca Raton, Florida, (561) 416-8956, or by email at [email protected].
Hamilton & Associates | Securities Attorneys
Brenda Hamilton, Securities Attorney
200 E Palmetto Rd, Suite 103
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855
www.SecuritiesLawyer101.com
