$1 Minimum Bid Price Required for Common and Preferred Stock Common and preferred stock must have a minimum bid price of $1. The $1 bid price requirement provides a safeguard against certain market activity associated with low-priced securities, and also enhances the credibility of the market. Nasdaq is the only market that has a stated minimum bid price requirement. Increase in the Quantitative Requirements Increases to the quantitative requirements are detailed in the attached table. These increases will strengthen the financial criteria in a manner consistent with the goal of increasing the quality and stability of Nasdaq companies, while preserving the ability of qualified companies to raise capital. Adoption of Peer Review Requirement All independent auditors for Nasdaq-listed companies must be subject to practice monitoring under a program such as the AICPA SEC Practice Section peer review program. Such a program must provide that an accounting firm’s quality control system be peer reviewed every three years. Adoption of Corporate Governance Requirements A summary of the corporate governance requirements for companies listed on The Nasdaq SmallCap Market are presented below. Details regarding these requirements will be forth coming. Distribution of annual and interim reports A minimum of two independent directors An audit committee, a majority of which are independent directors An annual shareholder meeting Quorum requirement Solicitation of proxies Review of conflicts of interest Shareholder approval for certain corporate actions Voting Rights Nasdaq believes that the new requirements will further the protection of investors while enhancing the quality of The Nasdaq Stock Market. Companies failing to satisfy the new continued listing requirements will be allowed until February 23, 1998 to meet the new requirements. Companies should initiate appropriate corporate action necessary to achieve full compliance by February 23, 1998. The Nasdaq SmallCap Market Requirements Requirements Initial Listing Continued Listing Net Tangible Assets1 Market Capitalization Net Income (in latest fiscal year or 2 of last 3 fiscal years) $4 million or $50 million or $750,000 $2 million or $35 million or $500,000 Public Float (shares)2 1 million 500,000 Market Value of Public Float $5 million $1 million Minimum Bid Price $4 $1 Market Makers 3 2 Shareholders (round lot holders)3 300 300 Operating History4 Market Capitalization 1 year or $50 million N/A Corporate Governance Yes Yes 1For initial or continued listing, a company must satisfy one of the following to be in compliance: the net tangible assets requirement, (net tangible assets means total assets, excluding goodwill, minus total liabilities) the market capitalization requirement or the net income requirement. 2Public float is defined as shares that are not held directly or indirectly by any officer or director of the issuer and by any other person who is the beneficial owner of more than 10 percent of the total shares outstanding. 3Round lot holders are considered holders of 100 shares or more. 4If operating history is less than 1 year, initial listing requires market capitalization of at least $50 million.
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