What is the issue?
Nasdaq’s $5 million rule would suspend and delist a company whose market value of listed securities (the share price multiplied by the number of listed shares) stays below $5 million for 30 consecutive business days, with no period to fix it. The SEC approved the rule on July 22, 2026. On July 29 the approval was stayed, which means put on hold, after Cemtrex, Inc. and the Small Public Company Coalition asked the Commission to review it. On September 11 the Commission agreed to review it and kept the stay in place.
Some companies were below $5 million in the week between the approval and the stay, and companies and their advisors raised questions about how the 30 days would be counted because of the stay.
What happened?
On September 25, 2026, Nasdaq filed a rule change that moves the date the $5 million rule starts. The SEC published notice of it on October 5, 2026.
- A new start date: The rule would start when the stay ends, and the first day counted toward the 30 business days would be the next business day. No day from the July 22 approval through the end of the stay would count.
- If the SEC rejects the rule: Nasdaq says it would not apply it.
- Effective on filing: The start-date change took effect when Nasdaq filed it, though the SEC may suspend it within 60 days.
- Both sides of the review: On October 6, Nasdaq asked the Commission to lift the stay, and the Small Public Company Coalition filed a statement opposing the approval.
As of the SEC’s October 5 notice, the $5 million rule remained stayed while the Commission reviews it.
Action item for listed companies: A company whose listed shares are worth close to or below $5 million should plan its financing now, because if the stay ends, the count starts on the next business day. A reverse split does not change market value, as our post on the approval explains.
Corviniti can help a company prepare before the count starts. We keep the financial statements and SEC filings current, so that the figures an offering requires are ready, and we provide accounting and reporting support for the offering itself.