Canadian company Nasdaq listing rules.DD
PS: I believe the qualifications are different if a company's stock is already listed on the TSE...
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4310. Qualification Requirements for Domestic and Canadian Securities
To qualify for inclusion in Nasdaq, a security of a domestic or Canadian issuer shall satisfy all
applicable requirements contained in paragraphs (a) or (b), and (c) hereof.
(a) A security other than a security distributed in connection with an initial public offering shall
be considered for inclusion in Nasdaq provided that it is:
(1) registered pursuant to Section 12(g)(1) of the Act; or
(2) registered on a national securities exchange pursuant to Section 12(b) of the Act; or
(3) issued by an insurance company pursuant to Section 12(g)(2)(G) of the Act; or
(4) issued by an investment company registered under the Investment Company Act of
1940, provided that the issuer or underwriter of, or any dealer in, the security is not currently
engaged in a distribution of such security which subjects such issuer, underwriter or dealer to
the provisions of Section 22(d) of the Investment Company Act, and provided further that
transactions in such shares, other than redemptions or repurchases by or on behalf of the
issuer, are exempted from or not subject to SEC Rule 22c-1 adopted under the Investment
Company Act.
(b) (1) A new issue offered on a firm commitment basis shall be considered for inclusion on the
day that its registration statement is declared effective by the Commission. A new issue
offered on a best efforts basis shall be considered for inclusion upon the closing of the offering.
Qualification under this paragraph (b)(1) shall automatically terminate 120 days after the last
day of the issuer's fiscal year during which the registration statement became effective.
(2) A new issue for which a registration statement is not required to be filed with the
Commission under Section 3(a) of the Securities Act of 1933 shall be considered for inclusion
upon the effectiveness of its registration statement or equivalent document filed with the
appropriate regulatory authority if the offering is conducted on a firm commitment basis or, if
conducted on a best efforts basis, at the closing of the offering. Qualification under this
paragraph (b)(2) shall automatically terminate 120 days after the effective date of the offering.
(c) In addition to the requirements contained in paragraph (a) or (b) above, and unless
otherwise indicated, a security shall satisfy the following criteria for inclusion in Nasdaq:
(1) For initial inclusion, the issue shall have three registered and active Market Makers, and
for continued inclusion, the issue shall have two registered and active Market Makers, one of
which may be a Market Maker entering a stabilizing bid.
(2) (A) For initial inclusion, the issuer shall have:
(i) net tangible assets of $4 million;
(ii) market capitalization of $50 million; or
(iii) net income of $750,000 in the most recently completed fiscal year or in two of
the last three most recently completed fiscal years.
(B) For continued inclusion, the issuer shall maintain:
(i) net tangible assets of $2 million;
(ii) market capitalization of $35 million; or
(iii) net income of $500,000 in the most recently completed fiscal year or in two of
the last three most recently completed fiscal years.
(3) For initial inclusion, the issuer shall have an operating history of at least one year or
market capitalization of $50 million.
(4) For initial inclusion, common or preferred stock shall have a minimum bid price of $4 per
share. For continued inclusion, the minimum bid price per share shall be $1.
(5) In the case of a convertible debt security, for initial inclusion, there shall be a principal
amount outstanding of at least $10 million. For continued inclusion, there shall be a principal
amount outstanding of at least $5 million.
(6) In the case of common stock, there shall be at least 300 round lot holders of the
security. An account of a member that is beneficially owned by a customer (as defined in Rule
0120) will be considered a holder of a security upon appropriate verification by the member.
(7) In the case of common stock, there shall be at least 1,000,000 publicly held shares for
initial inclusion and 500,000 publicly held shares for continued inclusion. For initial inclusion
such shares shall have a market value of at least $5 million. For continued inclusion such
shares shall have a market value of at least $1 million. Shares held directly or indirectly by any
officer or director of the issuer and by any person who is the beneficial owner of more than 10
percent of the total shares outstanding are not considered to be publicly held.
(8) (A) A failure to meet the continued inclusion requirements for a number of Market
Makers shall be determined to exist only if the deficiency continues for a period of 10
consecutive business days. Upon such failure, the issuer shall be notified promptly and shall
have a period of 30 calendar days from such notification to achieve compliance with the
applicable continued inclusion standard.
(B) A failure to meet the continued inclusion requirements for minimum bid price and
market value of public float shall be determined to exist only if the deficiency for the applicable
criterion continues for a period of 30 consecutive business days. Upon such failure, the issuer
shall be notified promptly and shall have a period of 90 calendar days from such notification to
achieve compliance with the applicable continued inclusion standard. Compliance can be
achieved by meeting the applicable standard for a minimum of 10 consecutive business days
during the 90-day compliance period.
(9) (A) In the case of rights and warrants, for initial inclusion only, there shall be at least
100,000 issued and the underlying security shall be included in Nasdaq or listed on a national
securities exchange.
(B) In the case of put warrants (that is, instruments that grant the holder the right to sell
to the issuing company a specified number of shares of the Company's common stock, at a
specified price until a specified period of time), for initial inclusion only, there shall be at least
100,000 issued and the underlying security shall be included in Nasdaq or listed on a national
securities exchange.
(C) In the case of index warrants, the criteria established in the Rule 4400 Series for
Nasdaq National Market securities shall apply.
(10) (A) In the case of units, all component parts shall meet the requirements for initial and
continued inclusion.
(B) In the case of units, the minimum period for inclusion of the units shall be 30 days
from the first day of inclusion, except the period may be shortened if the units are suspended
or withdrawn for regulatory purposes. Issuers and underwriters seeking to withdraw units from
inclusion must provide Nasdaq with notice of such intent at least 15 days prior to withdrawal.
(11) The security shall not currently be suspended from trading by the Commission
pursuant to Section 12(k) of the Act.
(12) The issuer shall certify, at or before the time of qualification, that all applicable
inclusion criteria have been satisfied.
(13) The issuer shall pay the Nasdaq Issuer Quotation Fee described in the Rule 4500
Series.
(14) The issuer shall file with Nasdaq three (3) copies of all reports and other documents
filed or required to be filed with the Commission. This requirement is considered fulfilled for
purposes of this paragraph if the issuer files the report or document with the Commission
through the Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system. An issuer
that is not required to file reports with the Commission shall file with Nasdaq three (3) copies of
reports required to be filed with the appropriate regulatory authority. All required reports shall be
filed with Nasdaq on or before the date they are required to be filed with the Commission or
appropriate regulatory authority. Annual reports filed with Nasdaq shall contain audited financial
statements.
(15) The issuer shall provide full and prompt responses to requests by Nasdaq for
information related to unusual market activity or to events that may have a material impact on
trading of its securities in Nasdaq.
(16) Except in unusual circumstances, the issuer shall make prompt disclosure to the
public through the news media of any material information that would reasonably be expected
to affect the value of its securities or influence investors' decisions and shall, prior to the
release of the information, provide notice of such disclosure to Nasdaq's MarketWatch
Department*.
(17) The issuer shall be required to file on a form designated by Nasdaq notification of the
creation of a stock option, employee stock purchase or other stock remuneration plan or the
issuance of additional shares of any class of securities included in Nasdaq, except for the
issuance of additional shares under a stock option, employee stock purchase or other stock
remuneration plan, no later than 15 calendar days prior to the creation of the plan or the
issuance of additional shares.
(18) The issuer of any class of securities included in Nasdaq shall notify Nasdaq promptly
in writing of any change in the issuer's transfer agent or registrar.
(19) The issuer shall comply with any obligation of any person regarding filing or disclosure
of information material to the issuer or the security, whether such obligation arises under the
federal securities laws and the rules and regulations promulgated thereunder or other
applicable federal or state statutes or rules.
(20) The issuer shall notify Nasdaq promptly in writing of any change in the general
character or nature of its business and any change in the address of its principal executive
offices. The issuer also shall file on a form designated by Nasdaq notification of any corporate
name change no later than 10 days after the change.
(21) Voting Rights – Voting Rights of existing shareholders of publicly traded common
stock registered under Section 12 of the Act cannot be disparately reduced or restricted
through any corporate action or issuance. Examples of such corporate action or issuance
include, but are not limited to, the adoption of time-phased voting plans, the adoption of capped
voting rights plans, the issuance of super-voting stock, or the issuance of stock with voting
rights less than the per share voting rights of the existing common stock through an exchange
offer.
Cross Reference - IM-4310, Voting Rights Policy
(22) The issuer of units shall include in its prospectus or other offering document used in
connection with any offering of securities that is required to be filed with the Commission under
the federal securities law and the rules and regulations thereunder a statement regarding any
intention to delist the units immediately after the minimum inclusion period.
(23) (A) For initial inclusion, a security, except for the security of a Canadian issuer, shall
have a CUSIP number identifying the securities included in the file of eligible issues maintained
by a securities depositary registered as a clearing agency under Section 17A of the Act
("securities depositary" or "securities depositaries"), in accordance with the rules and
procedures of such securities depositary; except that this subparagraph shall not apply to a
security if the terms of the security do not and cannot be reasonably modified to meet the
criteria for depositary eligibility at all securities depositaries.
(B) A security depositor's inclusion of a CUSIP number identifying a security in its file of
eligible issues does not render the security "depositary eligible" under Rule 11310 until:
(i) in the case of any new issue distributed by an underwriting syndicate on or after
the date a securities depositary system for monitoring repurchases of distributed shares by the
underwriting syndicate is available, the date of the commencement of trading in such security
on The Nasdaq Stock Market; or
(ii) in the case of any new issue distributed by an underwriting syndicate prior to the
date a securities depositary system for monitoring repurchases of distributed shares by the
underwriting syndicate is available where the managing underwriter elects not to deposit the
securities on the date of the commencement of trading in such security on The Nasdaq Stock
Market, such later date designated by the managing underwriter in a notification submitted to
the securities depositary; but in no event more than three (3) months after the commencement
of trading in such security on The Nasdaq Stock Market.
nasdaq.com
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