NASDAQ- and NYSE-Listed Company Considerations

Core principle: An existing listing provides a starting point. It does not automatically authorize a new offering, share class, tokenized format, or trading arrangement.

Identify the actual company and listing

Start with the issuer’s legal identity and specific market.

Exchange Nasdaq, NYSE, NYSE American, or another market

Listed class Common shares, preferred shares, or another security

tiers. Do not apply one exchange’s rule mechanically to another.

SDR question: Which entity and security are listed, and which entity would issue the proposed investment?

Four separate reviews

Review Main question

Corporate authorization Does the company have the authority and approvals to undertake the transaction? Securities offering Is the offering properly registered or exempt, with the required disclosures?

Exchange requirements What notifications, approvals, shareholder votes, and listing conditions apply? Operational readiness Can ownership, custody, delivery, payments, and trading function as proposed?

Completing one review does not automatically complete the others. Example: The SEC qualifies a Regulation A offering statement.

The company may still need to complete applicable exchange procedures, corporate approvals, and operational arrangements before the proposed issuance or trading begins.

Accurate SDR language: The offering pathway and exchange requirements are separate workstreams that counsel and the company must coordinate.

Can an already-listed company use Regulation A?

An eligible SEC-reporting company may use Regulation A. Its eligibility depends on the applicable requirements, including organization, principal place of business, reporting compliance, and disqualification provisions. Listing alone does not establish eligibility. [R01]

Important international distinction

A company can be listed in the United States while being organized elsewhere. Regulation A generally requires organization and principal place of business in the United States or Canada.

Therefore, “U.S.-listed” and “Regulation A-eligible” are different descriptions. [R01] SDR discovery questions

• Where is the proposed issuer organized?
• Where is its principal place of business?
• Is it current in required filings?
• Is the issuer the listed parent or a subsidiary?
• Has counsel assessed eligibility?

Existing reporting obligations continue

A listed issuer has obligations associated with its existing reporting status. A Tier 2 issuer that satisfies its applicable Exchange Act reporting requirements can meet Regulation A’s periodic and current reporting requirements through those reports. [R01] The filing framework can differ by issuer.

Issuer category Examples of reporting forms

Domestic reporting company Forms 10-K, 10-Q, and 8-K

Foreign private issuer Forms 20-F and 6-K

Certain Canadian issuers Form 40-F and applicable related reporting These are examples, not a determination of a particular company’s obligations.

A foreign private issuer is an issuer meeting a defined SEC classification. Its treatment cannot be inferred from its name or exchange listing.

SDR question: Which reporting requirements apply, and what filings or financial information remain outstanding?

Authorized, issued, and outstanding shares

A company may need additional authorization or approvals before issuing new shares or establishing a new series.

Convertible securities require analysis of the shares potentially issuable upon conversion. Hypothetical example: A company has: 30 million authorized common shares; 24 million issued and outstanding; 4 million unissued shares already reserved.

That leaves 2 million authorized, unissued, unreserved shares under these simplified assumptions. A proposal to issue 5 million new shares requires further review.

Training point: Authorized capacity and exchange permission are separate questions.

Shareholder approval and exchange rules

Some transactions require shareholder approval under corporate law, exchange rules, governing documents, or existing agreements.

Relevant circumstances can include: Certain large issuances; Discounted pricing; Changes of control; Acquisition-related issuances; Equity compensation; Related-party transactions; Convertible instruments and adjustment provisions.

Nasdaq Rule 5635 addresses several categories. Its discounted-issuance rule includes a defined 20% threshold and Minimum Price analysis, with a separate public-offering analysis. [R33] NYSE’s guidance likewise identifies shareholder-approval and voting-rights requirements and encourages consultation before potentially affected transactions. [R40]

Important warning about shorthand

“Under 20%” is not a universal exemption. Other rules, voting-power effects, connected transactions, or special terms may still matter.

SDR question: Has counsel reviewed all applicable approval requirements, including the shares potentially issuable later?

“Public offering” can have different meanings

Regulation A is a public offering exemption. That does not automatically resolve whether an exchange treats the transaction as a “public offering” for a particular shareholder-approval exception.

Nasdaq considers factors such as the offering type, marketing, distribution, pricing, and issuer control. It does not resolve the analysis solely from a label. [R33] Accurate SDR language: Regulation A provides the proposed securities offering pathway. The exchange separately evaluates how its issuance and approval rules apply.

Do not promise that using Regulation A avoids a shareholder vote.

Conversion can change the issuance analysis

A preferred share or note may convert into common shares. The review should consider: Initial conversion terms; Variable pricing; Anti-dilution adjustments; Interest or dividends paid in shares; Warrants; Share caps; Potential changes in voting power.

Hypothetical example: A company issues a $10 million convertible instrument. Ignoring other terms: Conversion price Common shares potentially issued $2.00 5 million $1.00 10 million $0.50 20 million A lower conversion price can substantially increase issuance.

SDR question: What is the potential share count under the full formula, rather than only at today’s price? The specialists must assess whether caps and other provisions satisfy the applicable requirements.

Additional-share notifications and listing work

Exchanges require specified notifications and procedures concerning additional securities and corporate actions. Nasdaq Rule 5250 includes advance notification requirements for specified transactions. The relevant event and timing must be identified from the rule. [R41] NYSE guidance identifies supplemental listing applications for additional shares, certain convertible securities, and new securities. [R40]

Proposed security Questions

Additional shares of the listed class Do authorization, issuance, and operational arrangements support them? Same class in tokenized format Are rights equivalent, and how do records and transfers work?

New preferred series What preferences, conversion provisions, and listing arrangements apply? New common class What voting and economic differences exist?

Subsidiary shares What independent offering and trading requirements apply? A listed parent’s ticker does not automatically extend to subsidiary securities or a newly created class.

“Tokenized shares” is therefore too broad for a listed-company proposal.

Brokerage acceptance and delivery

A legal right to resell does not establish that every broker will accept the securities or support their format. Operational questions include: Transfer-agent procedures; Security identifiers; Depository arrangements where relevant; Broker acceptance; Custody compatibility; Transfer restrictions or legends; Account and identity requirements; Ownership-record reconciliation.

A CUSIP is a securities identifier. A depository supports specified securities holding and processing functions.

DRS, or Direct Registration System, allows eligible securities to be registered directly in an investor’s name through the relevant system.

These arrangements should be confirmed for the actual security.

performance. Regulation FD, or Fair Disclosure, addresses specified selective disclosures by covered issuers and people acting on their behalf. It generally requires simultaneous public disclosure for intentional covered disclosures and prompt public disclosure for nonintentional ones, subject to its scope and exceptions. [R42]

Nasdaq.”

Confirm the specific legal and operational arrangements

“The SEC approved the strategy.” Describe the actual regulatory milestone accurately

Parent versus subsidiary financing

Consideration Parent financing Subsidiary financing

implications Exchange effects Direct issuance and listing questions may arise Parent approvals and disclosure can still matter Trading Must confirm the proposed security’s arrangements

Does not inherit the parent’s listing

A subsidiary structure is not a blanket method for avoiding parent obligations. Transfers of important assets, guarantees, related-party arrangements, and changes in group economics can require parent-level review.

Practical discovery scenario

Prospect: We are Nasdaq-listed and want to raise $20 million through tokenized preferred shares that convert into common stock.

SDR response: The specialists will need to review the preferred terms, potential common-share issuance, authorization, exchange requirements, and offering pathway. We should also establish ownership records and the intended trading arrangements for both the preferred shares and any converted common shares.

Information to collect

Proposed preferred rights; Conversion formula and adjustments; Existing capitalization; Available authorized shares; Proposed price and distribution; Use of proceeds; Reporting status; Exchange consultation; Transfer-agent and broker readiness.

The SDR should not conclude that the existing listing or Regulation A label resolves the transaction.

Executive and specialist handoff