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Briefing

Nasdaq Temporarily Relaxes Minimum Bid Price and Market Value of Publicly Held Shares Continued Listing Requirements

In response to current volatile stock market conditions and decreases in the stock price of many companies, Nasdaq announced on April 17, 2020 that it has temporarily relaxed certain of its continued listing requirements for common stock and other securities. In particular, Nasdaq is tolling until June 30, 2020 the period for any non-compliant company to regain compliance with (1) the requirement to maintain a minimum closing bid price of $1 for at least 30 consecutive business days and (2) the requirement to maintain a market value of publicly held securities for at least 30 consecutive business days of at least $1 million (on the Nasdaq Capital Market) or at least $5 million or $15 million (on the Nasdaq Global Market).

Nasdaq cited in its announcement a recent increase in the number of companies with listed securities not in compliance with Nasdaq’s $1 price-based continued listing requirements. As of April 13, 2020, 154 companies were not in compliance, an additional 262 securities had closing bid prices below $1 but for less than 30 days, and another 117 securities had closing bid prices between $1 and $1.50. By comparison, on March 1, 2019, only 119 companies were not in compliance with the $1 requirement. Similarly, as of April 13, 2020, there were seven securities that were not in compliance with the applicable market value of publicly held shares requirement, and another 22 securities below the applicable requirement but for less than 30 days. By comparison, between January 1 and April 13, 2019, only 2 companies were not compliant with this requirement.

Nasdaq is relaxing the minimum bid price and market value requirements by tolling the period for non-compliant companies to regain compliance with these requirements through June 30, 2020. Nasdaq typically provides non-compliant companies 180 days to regain compliance. The effect of the temporary tolling is to delay the commencement of the 180-day compliance period for non-compliant companies until July 1, 2020. In addition, the compliance period for any company notified of non-compliance prior to April 17, 2020 will be suspended and resume on July 1, with the company receiving on that date the remaining balance of any pending compliance period as of April 17.

The New York Stock Exchange similarly proposed to waive its 30-day $1 minimum price and $50 million minimum stockholders equity and market capitalization requirements on April 3, 2020, but that proposal was rejected by the SEC. These NYSE rules currently provide cure periods of six months and 18 months, respectively. The NYSE announced on April 6 that it is still in discussions with the SEC regarding the proposal. The NYSE did already temporarily suspend through June 30, 2020 its continued listing requirement to maintain an average global market capitalization of at least $15 million over a consecutive 30-trading-day period, which provided significant relief given that non-compliance with that requirement results in immediate delisting (with no cure period). The NYSE has also temporarily amended its stockholder approval requirements to make it easier for companies to raise equity capital in a private offering without stockholder approval.

The last time both exchanges temporarily waived their continued listing standards related to minimum price and minimum market capitalization was in connection with the 2008-2009 financial crisis.