Below is the guide for the listing requirements for the relevant NASDAQ market – the NASDAQ Capital Market.
The primary consideration is the “Market Value of Publicly Held Stock” which essentially means stock that is in the hands of investors, not insiders. As an example, if your company had pure investors prior to the offering that held shares valued at $5 mill at the valuation of the Reg A+ offering, then NASDAQ will require that you raise at a minimum $10 mill in the Reg A+. $5 mill + $10 mill = $15 mill. The information below is provided courtesy of VentureLawCorp.com
|Requirements||Equity Standard||Market Value of Listed Securities Standard(3)||Net Income Standard|
|Net Income from Continuing Operations(In the latest fiscal year or in 2 of last 3 fiscal years)||N/A||N/A||$750,000|
|Net Tangible Assets||N/A||N/A||N/A|
|Market Value Publicly Held Stock(1)||$15,000,000||$15,000,000||$5,000,000|
|Market Value of Listed Securities(2)||N/A||$50,000,000||N/A|
|# of Shares Publicly Held||1,000,000||1,000,000||1,000,000|
|# Public Board Lot Holders||300||300||300|
|Bid price or Closing price(4)||$4.00 $3.00||$4.00 $3.00||$4.00 $3.00|
|Operating History||2 years||N/A||N/A|
You might be interested in our FAQ about the costs for a Regulation A+ IPO. The FAQ will show you all the fees and upfront costs that you should expect if you decide to take your company public via Regulation A+.
- Publicly held shares is defined as total shares outstanding, less any shares held directly or indirectly by officers, directors or any person who is the beneficial owner of more than 10% of the total shares outstanding of the company. Entities in which an officer, director, or 10% owner has voting and/or dispositive power, such as a typical Employee Stock Option Plan, are excluded from publicly held shares.
- The term, “listed securities”, is defined as “securities listed on NASDAQ or another national securities exchange.”
- Seasoned companies (those companies already listed or quoted on another marketplace) qualifying only under the Market Value Standard must meet the market value of listed securities and the bid price requirements for 90 consecutive trading days prior to applying for listing.
This article originally appeared on Manhattan Street Capital here. Used by permission.