A recent change in the listing requirements for the NASDAQ Capital Market gives more small-cap companies the opportunity to uplist to the senior exchange.
On April 18, the Securities and Exchange Commission approved an alternative to the $4 initial listing bid price requirement for the NasdaqCM. The rule change is meant to level the playing field between the NASDAQ Stock Market and its main competitor, the NYSE Amex. Prior to the rule change, the NYSE Amex required companies to have a minimum share price of $2 to $3, while the NasdaqCM required a share price of $4. As a result, numerous small-cap stocks trading between $2 and $4 were shut out of the NasdaqCM. According to the NASDAQ Stock Market's proposal, filed in January, "A number of companies have indicated a preference to initially list on the Capital Market instead of NYSE Amex and have expressed frustration at their inability to do so without reverse splitting their stock."
Under the new NasdaqCM requirements, a stock can qualify for listing if it closes at $3 or above for at least five consecutive business days prior to approval. The five-day requirement is in place to reduce the risk of price manipulation aimed at allowing a security to qualify for listing. In addition to the $3 share price requirement, the company must meet the following requirements:
- Stockholders' equity of at least $5 million
- Market value of publicly held shares of at least $15 million
- Two years of operating history
- Net income from continuing operations of $750,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years
- Stockholders' equity of at least $4 million
- Market value of publicly held shares of at least $5 million.
Securities with a $2 minimum closing price for five consecutive business days prior to the approval can also qualify for listing on the NasdaqCM if they meet the Market Value of Listed Securities Standard, which requires a market value of listed securities of at least $50 million, stockholders' equity of at least $4 million, and a market value of publicly held shares of at least $15 million
In addition, companies must demonstrate that they have more than $2 million in net tangible assets if they have been in continuous operation for at least three years, or more than $5 million if they've been in continuous operation for less than three years. A company must also have average revenue of at least $6 million for the past three years. All other requirements for listing on the Capital Market are the same or higher than those of the NYSE Amex. A copy of the NASDAQ Stock Market's original proposal is available on the SEC website.
With the new requirements, the NASDAQ Stock Market becomes more competitive with the NYSE Amex, and emerging growth companies now have another avenue to benefit from the increased exposure, liquidity, and access to capital that comes with uplisting to a senior exchange. As would be expected, two companies that RedChip helped uplist, L & L Energy (NASDAQ: LLEN) and Longwei Petroleum (NYSE Amex: LPH), both saw substantial valuation gains after moving to senior exchanges. If you are an executive or board member of an over-the-counter company and would like to learn how RedChip can help your company, contact us today.
Disclosure: The subject securities are clients of RedChip Companies, Inc. RedChip Companies, Inc., employees and affiliates may have positions and affect transactions in the securities or options of the issuers mentioned herein. For full financial disclosures for all RedChip clients, please visit http://www.redchip.com/disclosures.asp?src=rcv.