What is the issue?
A company listing on the Nasdaq Capital Market needs a bid price of at least $4 a share. Until now, Rule 5505(a)(1)(B) allowed a lower price: $3 for a company meeting the Equity or Net Income Standard, and $2 for one meeting the Market Value of Listed Securities Standard. The company also had to pass a test based on its assets or its revenue, which kept the shares outside the SEC’s definition of a “penny stock”.
Nasdaq created the lower prices to compete with NYSE American, which allowed listings below $4. In March 2026 the SEC approved NYSE American’s change removing its own lower price.
What happened?
On September 30, 2026, Nasdaq filed a rule change that deletes Rule 5505(a)(1)(B). The SEC published notice of it on October 7, 2026.
- $4 for every new listing: A company listing on the Nasdaq Capital Market will need a bid price of at least $4 a share, whichever listing standard it uses.
- When it applies: Nasdaq said it would start applying the change 30 days after the filing, which would be October 30, so that companies already well into the listing process could finish under the current rules.
- Companies already listed: Companies that listed at the lower prices stay listed, and Nasdaq will keep publishing a list of those that no longer pass the tests.
- Nasdaq’s reason: Nasdaq says a $4 minimum makes it less likely that a company will trade at low prices, where shares are more open to manipulation.
Action item for companies planning to list: A company that planned to list on the Nasdaq Capital Market at $2 or $3 a share should confirm the cutoff date with Nasdaq now. If it cannot list before then, it should plan its offering price and share structure around $4.
Corviniti can help a company plan its listing around the new price. We get companies ready for a PCAOB audit, build the financial statements a Form S-1 or Form F-1 carries, and handle the SEC reporting that follows.