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Message: Listing onto Nasdaq & DHA
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Last time I post on Nasdaq requirements.

As mentioned in yesterdays post here is my followup after having spoken with a gentleman at Initial Listings and also at the 'Daq library.

The 90 days minimum bid provision which has been discussed does not have to be utilized especially if the market cap is over $100M USD, five days can be adequate.

POET market cap is $261M CAD which is $212M USD.

Can initial listing applicants get onto the Nas with having other members (publicos) vouch for a corp or suggest to the 'Daq to wink,wink let these guys in?? Absolutley and emphatically not. The SEC monitors activities and gets downright annoyed when their rules aren't being followed.

With respect to reverse splits: (this could potentially be the "tools" PC may like to have available for a "just in case" scenario I suspect. And thats all.

A seasoned issuer may complete a reverse stock split to comply with Nasdaq's minimum price requirement for initial listing. Generally, when this happens, Nasdaq will require that the issuer continue to meet the price requirement for a minimum of five consecutive trading days after the split takes place. This means that on each of the five days the issuer must at some point during normal trading hours have a price which is at or above the applicable initial listing criteria.

Please note that Nasdaq may, in its discretion, also require an issuer to maintain the required minimum price for a period in excess of five consecutive business days, but generally no more than ten consecutive business days, before determining that the issuer has demonstrated compliance. In determining whether to require a longer waiting period, Nasdaq will consider the following four factors:
    • Margin of compliance (the amount by which the price is above the minimum standard);
    • Trading volume (a lack of trading volume may indicate a lack of bona fide market interest in the security at the posted bid price);
    • Where applicable, the market maker montage (the number of market makers quoting at or above the minimum required bid and the size of their quotes); and,
    • The trend of the stock price (is it up or down?).

Publication Date*: 7/31/2012

The company should complete the Notification: Dividend/Distribution, which may be submitted electronically through the Listing Center, at least 10 calendar days prior to the record date. Please follow the instructions on the Notification regarding its submission. Please note that if the forward split is payable upon surrender of certificates the following items need to be included:

  • Whether the shareholders have approved the transaction;
  • The split ratio;
  • The new CUSIP number, if changed;
  • Total Shares Outstanding (TSO)/Par Value before and after the split;
  • Whether all legal filings have been completed with the appropriate state or non-U.S. agency;
  • The effective date of the forward split (as of the opening of business);
  • Proxy or Board Resolutions; and
  • Amended Articles of Incorporation.
The company must also provide public notice of a dividend action or stock distribution using a Regulation FD compliant method. Appropriate notification of the public disclosure must also be provided to Nasdaq MarketWatch though the Electronic Disclosure Submission System.

Hopefully this helps to clarify any lingering doubts and queries.

Oh and look who just got a (DHA) dead horse award......ME! LOL

cheers and best to all,

QX

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