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1- 22 of 22
Search Results for:
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Ordering of Search Results
When searching across multiple libraries:
FAQs will appear in alphabetical order by category and sub-category
Listing Council Decisions will appear in reverse chronological order by year.
Staff Interpretations will appear in reverse chronological order by year
When searching using keywords:
Results are returned in order of term frequency (i.e., the number of times the keywords appear in the material).
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Libraries:
FAQs - Listings
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Filters:
Notifications and Forms; Listing of Additional Shares
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Each user must create an account. The user can then add multiple forms under a single account, and the forms can be shared with other users. Any user with access to the form can make modifications and updates. You may complete the form in stages or all
at once.
Please read through all of our Listing
Center FAQs to get a better understanding of how the electronic submission process works. If you still have questions, please call Listing Qualifications Staff at +1 301 978 8001.
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Publication Date*:
7/31/2012
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Identification Number:
31
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Identification Number
1740
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On May 1, 2020, Nasdaq adopted Rule 5636T, operative through, and including, June 30, 2020, to provide listed companies with a temporary exception from certain shareholder approval requirements. A Company must submit an
application to Nasdaq’s Listing Qualifications Department demonstrating that the transaction satisfies the requirements in Rule 5636T and must provide the Notification Form: Listing of Additional Shares (“LAS Form”) required by Rules 5250(e)(2) and 5636T(b)(5)(A)
as promptly as possible, but no later than the time of the public announcement required by Rule 5636T(d) and in no event later than June 30, 2020. See
Nasdaq’s Rule Filing and the
LAS Form COVID-19 Supplemental Instructions.
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Publication Date*:
5/4/2020
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Identification Number:
1740
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Yes. After hitting the Submit to Analyst button, you will be prompted to review the submission carefully if all required fields have not been filled out. If you want to submit with fields left blank, click the OK button. If you don't want to submit, click
the Cancel button. However, the Nasdaq Analyst assigned to review the form will not be able to begin reviewing the form until substantive deal terms and draft documents are uploaded. In addition, the Nasdaq Analyst will not be able to complete reviewing the
form until final deal documents are uploaded and all of the required fields are filled in.
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Publication Date*:
7/9/2020
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Identification Number:
52
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Once the notification form is submitted, you can update the notification form by clicking on the notification form in My Forms that needs updating. After clicking on the appropriate notification form, update as necessary and complete a new affirmation
at the bottom of the form. Then select the Submit to Analyst button.
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Publication Date*:
7/31/2012
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Identification Number:
53
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Identification Number
381
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The LAS Notification must be submitted electronically through our
Listing Center. Companies can preview the LAS Form prior to logging into the Listing Center. See these
FAQs for more information.
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Publication Date*:
7/31/2012
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Identification Number:
381
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Identification Number
397
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Non-U.S. companies are required to submit LAS Notifications unless the non-U.S. company lists only ADRs or ADSs on Nasdaq.
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Publication Date*:
7/31/2012
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Identification Number:
397
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Identification Number
181
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In determining the potential issuance in a transaction, Nasdaq will include all shares that are potentially issuable, even if the circumstances for their issuance are remote. For example, if the company has any anti-dilution features or reset provisions
or earn-out or similar provisions that could potentially reach the shareholder approval requirement thresholds, then the company would be required to obtain shareholder approval before entering into the transaction.
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Publication Date*:
7/31/2012
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Identification Number:
181
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Identification Number
387
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The LAS Notification and supporting documentation must be filed electronically through the
Listing Center. For assistance, please contact Listing Qualifications at +1 301 978 8008 or email us at
las@nasdaq.com.
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Publication Date*:
7/31/2012
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Identification Number:
387
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Identification Number
390
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The LAS Notification and supporting documentation must be submitted electronically through the
Listing Center.
If relevant, the company should upload copies of the following information:
- Acquisition/merger agreement
- Board resolution
- Certificate of designation
- Consent solicitation
- Copy of option/purchase/reinvestment agreement
- Plan of reorganization
- Press release
- Private placement agreement/circular
- Professional services agreement
- Prospectus
- Proxy statement
- Remuneration plan
- Other relevant information.
Documentation available online via the SEC's EDGAR System is not required to be submitted. However, please include the dates of all applicable EDGAR filings in Question 3 under the "Other General Information" section of the LAS Notification.
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Publication Date*:
7/31/2012
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Identification Number:
390
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Identification Number
391
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Yes. Nasdaq encourages companies to submit the LAS Notification as soon as possible, even if all information to complete the notification is not yet known. If an incomplete notification is submitted, the company must provide an update when the terms
of the issuance are determined. However, the Nasdaq Analyst assigned to review the form will not be able to begin reviewing the form until substantive deal terms and draft documents are uploaded. In addition, the Nasdaq Analyst will not be able to complete
reviewing the form until final deal documents are uploaded and all of the required fields are filled in.
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Publication Date*:
7/9/2020
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Identification Number:
391
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Identification Number
392
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The company should update the same online LAS Notification, upload any amendments to the supporting documentation and comparisons to the previous drafts (e.g., the stock purchase agreement or board resolutions), reaffirm (i.e., electronically sign) and then
resubmit the form.
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Publication Date*:
7/31/2012
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Identification Number:
392
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Identification Number
393
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Companies are encouraged to submit the LAS Notification as soon as possible, even if all terms of the transaction and required documentation are not yet available. However, the Nasdaq Analyst assigned to review the form will not be able to begin
reviewing the form until substantive deal terms and draft documents are uploaded. In addition, the Nasdaq Analyst will not be able to complete reviewing the form until final deal documents are uploaded and all of the required fields on the LAS Notification
Form are filled in.
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Publication Date*:
7/9/2020
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Identification Number:
393
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Identification Number
395
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If the maximum number of shares to be issued cannot be determined, the company should provide its best estimate and explain clearly the circumstances in its cover letter.
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Publication Date*:
7/31/2012
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Identification Number:
395
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Identification Number
388
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No. Under the All- Inclusive Annual Fee program, Nasdaq does not charge a fee for listing additional shares.
Please note that all companies are still subject to entry and application fees if the company seeks to list a new class of securities.
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Publication Date*:
11/30/2017
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Identification Number:
388
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Identification Number
384
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A company is required to notify Nasdaq at least fifteen calendar days prior to establishing or materially amending a stock option plan, purchase plan, or other equity compensation arrangement pursuant to which stock may be acquired by officers, directors,
employees, or consultants unless shareholder approval has been obtained. This includes a plan that would be used only for inducement awards (the "Inducement Plan"). As such, the company must notify Nasdaq by filing the LAS Notification at least fifteen calendar
days prior to establishing the Inducement Plan. Additionally, when a company makes an award from the Inducement Plan to induce an individual to accept employment, it is required to notify Nasdaq by filing the LAS Notification pursuant to
Listing Rule 5250(e)(2)(A)(ii) no later than the earlier of: (1) five calendar days after entering into the agreement to issue the securities; or (2) the date the company discloses the material terms of the grant in a press release.
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Publication Date*:
7/31/2012
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Identification Number:
384
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Identification Number
385
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When a company makes an equity grant to induce an individual to accept employment, pursuant to
Listing Rule 5635(c)(4), notification is required to be filed no later than the earlier of: (i) five calendar days after an offer of employment is accepted, or other agreement made, pursuant to which inducement grants will be issued; or (ii) the date the
company discloses the material terms of the grant in a press release.
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Publication Date*:
7/31/2012
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Identification Number:
385
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Identification Number
383
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Yes. An LAS Notification must be filed 15 calendar days prior to distributing rights or adopting a poison pill, if the exercise of the rights or triggering of the poison pill may result in the issuance of common stock greater than 10% of either the total
shares outstanding or the voting power outstanding on a
pre-transaction basis. As always, notice of the distribution must be reported on the Dividend/Distribution/Interest Payment Form, which may be submitted electronically through the
Listing Center, as soon as possible after declaration and no later than 10 calendar days prior to
record date, and, in any event, no later than simultaneously with the public disclosure notice in order to be in compliance with
Listing Rule 5250(e)(6) and Rule 10b-17 of the Securities and Exchange Act of 1934.
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Publication Date*:
7/31/2012
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Identification Number:
383
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Identification Number
394
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Nasdaq notifies a company by email when the LAS review process has been completed. However, note that the Nasdaq process, unlike that of other exchanges, is not an approval process. The LAS Notification is notification to Nasdaq that the company
intends to issue the securities and is not an application to list the securities (no action is needed to list the securities so that they are eligible for trading on Nasdaq). Nasdaq reviews the transaction for compliance with the Listing Rules, notably the
shareholder approval and voting rights requirements, and contacts the company if compliance issues are identified or additional information is needed.
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Publication Date*:
7/10/2020
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Identification Number:
394
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Identification Number
382
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All companies listed on the Nasdaq Stock Market, except companies that list only ADRs or ADSs, are required to notify Nasdaq at least 15 calendar days prior to:
- Issuing any common stock, or security convertible into common stock, in connection with the acquisition of the stock or assets of another company, if any officer or director or substantial shareholder of the issuer has a five percent or greater interest
(or if such persons collectively have a 10% or greater interest), directly or indirectly, in the company or assets to be acquired or in the consideration to be paid.
- Issuing securities that may potentially result in a change of control of the issuer.
- Establishing, or materially amending, a stock option plan, purchase plan or other equity compensation arrangement, pursuant to which stock may be acquired by officers, directors, employees, or consultants unless shareholder approval has been obtained. However,
when a company makes an equity grant to induce an individual to accept employment, notification is required to be filed no later than the earlier of: (i) five calendar days after an offer of employment is accepted, or other agreement made, pursuant to which
inducement grants will be issued; or, (ii) the date the company discloses the material terms of the grant in a press release.
- Issuing any common stock, or any security convertible into common stock, in a transaction that may result in the potential issuance of common stock, greater than 10% of either the total shares outstanding or the voting power outstanding on a pre-transaction
basis.
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Publication Date*:
7/31/2012
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Identification Number:
382
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Identification Number
1050
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No. Please review these
FAQs for important information about Nasdaq's LAS notification and timing requirements.
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Publication Date*:
11/30/2017
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Identification Number:
1050
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Identification Number
182
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The percentage of shares of common stock to be issued in a transaction is calculated using the following formula:
Maximum Potential Issuance of Shares of Common Stock
Pre-transaction Issued and Outstanding Shares of Common Stock
To correctly calculate the percentage of shares to be issued, the numerator of this equation must contain all securities initially issued or potentially issuable or potentially exercisable or convertible into shares or common stock as a result of the transaction
(e.g., earn-out clauses, penalty provisions, equity compensation awards assumed or in assumed plans, etc.).
To correctly determine the denominator, the company should use only issued and outstanding shares. If the company has multiple classes of common stock, all shares should be added together (see
FAQ #288). However, the denominator should not assume the conversion or exercise of any options, warrants or other convertible securities.
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Publication Date*:
7/31/2012
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Identification Number:
182
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Click on the Create New Form tab at the top of the Listing Center home page. Then select U.S. Market: Nasdaq from the Select Listing Center drop down menu. Afterwards you will be given a choice of the form to fill out. Select Listing of Additional Shares
Notification Form. Then enter unique company identifiers such as ticker and CUSIP or CIK and hit the Enter button.
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Publication Date*:
7/31/2012
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Identification Number:
51
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