General Listing Procedures & Prerequisites (Rules 5205–5225)
To qualify for a listing application, an issuer must satisfy several requirements:
- Registration. Securities must be registered under:
- Section 12(b) of the Securities Exchange Act of 1934; or
- qualify for an official SEC exemption.
- Auditing and Financials. Financial statements must conform to US GAAP or IFRS, and the company must be audited by an independent firm registered with the PCAOB.
- System Eligibility. Securities must possess a valid CUSIP number and be eligible for a clearinghouse Direct Registration Program.
- Good Standing. The company cannot be delinquent in its SEC filings or subject to an active regulatory trading suspension.
- Special Structures. Specific distinct parameters are provided for complex vehicles like Dually-Listed Securities and paired units.
Market Disclosure and Notification Obligations (Rule 5250)
Once listed, companies are bound by strict transparency covenants:
- Material Information. Companies must promptly broadcast any news expected to impact their security’s value or influence investor actions using Regulation FD-compliant methods.
- Advance MarketWatch Alert. Listed issuers must notify the Nasdaq MarketWatch Department at least 10 minutes prior to releasing material information if the announcement occurs between 7:00 a.m. and 8:00 p.m. ET. For news released overnight or early morning, notification must be submitted before 6:50 a.m. ET.
- Corporate Changes. Issuers must file notifications with the exchange regarding corporate structural changes.
- Strict Timelines for Reverse Splits. To prevent market disruption, companies executing a reverse stock split must file a complete notification form at least 10 calendar days prior to the split, and issue public disclosure at least 2 business days beforehand.
