• Whether an investigation into the circumstances underlying the filing delinquency has been initiated by the company's audit committee, auditors, or other internal committee;
• The likelihood that the filing can be made within the initial 180 day exception period;
• The company's past compliance history;
• Whether the company is the subject of any regulatory or judicial investigation;
• Any corporate events that may occur within the exception period;
• The company's general financial status; and
• The company's public disclosures relating to the filing delinquency, any forthcoming restatements, and its financial condition.

• A description of how and when the issues/improprieties originally came to the attention of management and/or the board of directors or audit committee;
• A description of the particular issues under investigation and the scope of the investigation (years covered, geographical reach, etc.);
• A summary or time line of meetings and actions taken by the board, audit committee, or other investigative committee and the law firms, forensic accountants or other consultants retained to assist in the investigation; and
• The findings of the investigation, including a description of all questionable, improper and/or fraudulent actions or practices identified and the names of all individuals found to be responsible for, or have participated in, such conduct (by act or omission), the status of those individuals' employment with the company, and a description of any sanctions or remedial actions taken against those individuals;

A company may appeal a Panel decision to the Nasdaq Listing and Hearing Review Council (the "Listing Council"). An appeal to the Listing Council does not stay a Panel's decision to delist a company's securities. Therefore, any subsequent trading in the company's securities will take place in the over-the-counter markets and any trading halt which was imposed by Nasdaq will not continue after that date. See Listing Council Appeals FAQs for additional information.

The Holding Foreign Companies Accountable Act (“HFCAA”) requires the Securities and Exchange Commission to identify public companies that have retained a registered public accounting firm to issue an audit report where the firm has a branch or office that: (1) is located in a foreign jurisdiction, and (2) the Public Company Accounting Oversight Board (“PCAOB”) has determined that it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction. The Commission publishes a list of the companies it has identified at https://www.sec.gov/hfcaa.  Nasdaq has additional information about the HFCAA available here.

Under the HFCAA, if a company has three consecutive years where it is identified as having an auditor that the PCAOB is unable to inspect, then the Commission must prohibit the securities of the issuer from being traded, including on a national securities exchange.

If the Commission prohibits trading of a Nasdaq-listed issuer under the HFCAA, then Nasdaq will halt trading of the company’s securities and initiate delisting proceedings.  Specifically, Nasdaq Listing Rule 5101 allows Nasdaq to suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for listing on Nasdaq.  A prohibition on trading by the Commission under the HFCAA would be an event that would prevent trading on Nasdaq, and therefore would warrant delisting under this rule.

Yes.  Please refer to our Continued Listing Guide for important information about Nasdaq's continued listing standards, required disclosures, notifications and fees.

Nasdaq's formal name, which should be included in SEC filings that ask for the name of the exchange where the company is, or will be, listed or registered, is The Nasdaq Stock Market LLC.

Companies listed on Nasdaq must complete an application to list a new class of securities.  The application can be made through The Nasdaq Listing Center.   Direct any questions about this to Nasdaq Listing Qualifications.

• The reasons why the company uses a VIE structure for its business(es);
• Whether the company has a plan to unwind or dissolve the VIE structure in the future, especially if restrictions on foreign ownership are eased or lifted;
• Whether there is a legally enforceable power of attorney or similar document that confers upon the company all legal rights of the VIE(s), including the right to all economic benefits and the ability to exercise control over the VIE’s operations, assets and employees;
• Whether the company has obtained legal opinions from local counsel regarding, among other things: (i) the legality of the VIE structure under applicable law and regulations; (ii) the enforceability of the contractual arrangements that underlie the VIE structure; and (iii) whether the successors or assignees of the VIE’s shareholder(s) are bound by and subject to the VIE contracts;
• Whether there are any government or regulatory rulings relevant to the use and legality of the company’s VIE structure(s) and whether there are any objections or concerns raised by governmental entities or regulatory authorities regarding the use of a VIE structure;
• Whether the company has obtained all necessary government and regulatory approvals to operate the VIE business(es); Whether the VIE structure allows the company to consolidate the financial results of the VIE(s) under applicable accounting principles;
• Whether any of the VIE shareholders are also officers, directors or employees of the company or any subsidiary and, if so, a description of any arrangements or structures to address conflicts of interest that may arise under such circumstances;
• Whether the company is required to and has the ability to repatriate revenues generated by, or amounts advanced to, the VIE business(es).

SEC rules and the Sarbanes-Oxley Act impose heightened obligation on the CFO of a public company, including the requirement to certify the company's periodic financial statements.  Given the importance of this role and the complexities of the accounting rules and practices related to ongoing businesses operations, Nasdaq expects listed operating companies to employ a full-time CFO.

• What percentage of the company's assets are active vs. passive;
• Does the company generate revenues;
• What is the nature of any revenues generated (passive vs. active);
• Are the company's expenses reasonably related to the revenues being generated;
• How many employees support the business operations;
• What is management's role in the company's investments;
• How long has the company been without material business operations;
• Is the company subject to registration under the Investment Company Act of 1940; and
• How has the company defined itself in its filings with regulators.

A Public Reprimand letter is issued when Nasdaq Staff determines that a company has violated Nasdaq rules, but does not believe the circumstances warrant delisting the company. A Public Reprimand is generally issued to address inadvertent violations of Nasdaq's corporate governance rules.  

A company that receives a Public Reprimand letter must publicly disclose receipt of the letter by filing a Form 8-K, where required by SEC rules, or by issuing a press release disclosing receipt of the Reprimand, including the Rule(s) upon which the Reprimand was based, and describing each specific basis and concern identified by Nasdaq in reaching its determination that the company does not meet the listing standard.  

Before the release of the public announcement, the company must provide a copy of the announcement to Nasdaq's MarketWatch Department. As described in Listing Rule 5250(b)(1) and IM-5250-1, the company must notify MarketWatch about the announcement through the Electronic Disclosure Submission System, except in emergency situations when notification may instead be provided by telephone or facsimile. If the public announcement is made during Nasdaq market hours, the company must notify MarketWatch at least ten minutes prior to the announcement. If the public announcement is made outside of Nasdaq's market hours, the company must notify MarketWatch of the announcement prior to 6:50 a.m. ET. The company should make the public announcement as promptly as possible, but not more than four business days following receipt of the Reprimand letter.  

A company that receives a Public Reprimand letter has the opportunity to appeal Nasdaq's determination to a Hearings Panel. See Hearings FAQs for additional information.

• Was the violation inadvertent;
• Did the violation have a material adverse impact on shareholders' interests;
• What was the scope of the violation;
• Upon discovery of the violation, was the violation cured and how quickly was it cured;
• Did the company reasonably rely on an independent advisor;
• Has the company demonstrated a pattern of rule violations; and
• Did the company proactively report the violation to Nasdaq?

• Margin of compliance (the amount by which the price is above the $1.00 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);
• The market maker montage (e.g., if only one of eight market makers is quoting at or above the minimum bid price and the quote is only for 100 shares, then added scrutiny may be appropriate); and
• The trend of the stock price (is it moving up or down?).

• The company has regained compliance;
• An extension of time is warranted; or
• To initiate delisting proceedings.

• The submission should be definitive, concise and directly address the company's plan to regain compliance in the near term and maintain compliance over the long term.
• Nasdaq's Listing Rules allow Staff to provide a company up to 180 calendar days from the date of the deficiency notice to regain compliance. The company should take this into consideration when drafting its plan of compliance. In addition, the plan should discuss the company's ability to sustain compliance for the next six to twelve months. Note that the 180 day extension is not automatic. Extensions of time may vary and are not granted in all cases.
• If the company's plan of compliance includes a private placement involving common stock, or any securities convertible or exercisable into common stock, a merger, a debt conversion, or other similar transactions, please ensure that the proposed action complies with Nasdaq's corporate governance requirements, particularly the shareholder approval rules, and other provisions of the Listing Rules. If necessary, the company should file the Listing of Additional Shares Notification Form. Please contact your Listing Qualifications analyst for further guidance on these matters.
• If a transaction is being contemplated to remedy the deficiency, please include a balance sheet and income statement evidencing the pro forma effect of the transaction. The financial statements should be based on historical financial information, not more than 45 days old. Please show three columns of data - historical, all adjustments, and the pro-forma totals.
• The submission should include projections, if available, for the next 12 months. Please include balance sheet and income projections. Clearly state all assumptions being made.
• Provide copies of all definitive or draft agreements or contractual arrangements for private placements, mergers, or other financial arrangements. Please include a list of investors for private placements. The company should file all applicable Listing of Additional Shares Notifications electronically through the Listing Center.
• Plans relying on future projected revenues to comply with the equity requirement are generally not accepted unless the company has definitive contracts and the revenue will be received in the near term.
• Nasdaq will consider the company's net losses when reviewing a proposed equity-raising transaction to determine whether the plan is sufficient to regain and sustain compliance with the equity requirement.