(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.
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