Direct NASDAQ and NYSE listings: go public without an IPO
A direct listing lets a company list its shares on a national exchange without an underwritten offering. No syndicate, no roadshow priced by intermediaries, no mandatory lock-up. Directly Listed prepares companies for direct listings on NASDAQ and the New York Stock Exchange, and manages the work from the first filing to the first trade.
The desk is led by Andy Altahawi, a former Senior Vice President of Investment Banking at Prudential Securities and an international attorney in practice since 1986. His advisory work spans hundreds of issuer engagements and billions of dollars raised across public offerings.
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What is a direct listing?
In a direct listing, a company registers its shares with the SEC and lists them on an exchange, where they begin trading at a price set by market orders rather than by underwriters. Spotify used this route onto the NYSE in 2018. Coinbase followed on NASDAQ in 2021. The method is no longer reserved for household names: exchange rule changes approved since 2020 also allow companies to raise new capital in a primary direct listing, subject to exchange and SEC conditions. For a deeper walkthrough, read our complete guide to direct listings.
The appeal is straightforward. Existing shareholders can sell from day one. The company avoids underwriting discounts that typically run about seven percent of an offering. And the opening price reflects actual demand, not an allocation decided the night before.
A direct listing is still a full exchange listing. Your company must meet the same NASDAQ or NYSE quantitative and governance standards as any IPO candidate, file a registration statement with the SEC, and operate as a reporting company afterward. That is where preparation decides the outcome.
Direct listing vs. traditional IPO
| Direct listing | Traditional IPO | |
|---|---|---|
| Underwriters | None required | Syndicate engaged |
| Underwriting discount | None | Typically ~7% of proceeds |
| Lock-up period | None required | Usually 180 days |
| Opening price | Set by market orders | Set by underwriters |
| New capital | Optional (primary direct listing) | Yes |
| Exchange standards | Full NASDAQ/NYSE standards apply | Full NASDAQ/NYSE standards apply |
| SEC registration | Required (S-1 or F-1) | Required (S-1 or F-1) |
Neither route is better in the abstract. An underwritten IPO suits a company that wants a guaranteed raise and institutional placement. A direct exchange listing suits a company with a clear equity story, existing shareholders who want liquidity, and no appetite for dilution on an underwriter's terms. We help you decide which fits before any money is spent.
How the direct listing process works
Our engagements run in three phases. Most companies complete the full path in four to nine months, driven mainly by audit readiness.
Phase one: prepare
We assess your financials, capitalization, and governance against exchange standards, then build the plan to close any gaps. This phase covers PCAOB-standard audits, board composition and committee independence, corporate cleanup, and the drafting of your S-1 or, for foreign issuers, F-1 registration statement.
Phase two: qualify
We manage the SEC review and comment process on the registration statement and the exchange application in parallel: NASDAQ or NYSE listing application, symbol reservation, and the exchange's qualification review. Our filings are prepared to SEC EDGAR standards, including Inline XBRL tagging.
Phase three: list
Once the registration statement is effective and the exchange approves the listing, your shares open for trading. We coordinate with the transfer agent, DTC, and market makers so the first day of trading is orderly, then stay on for post-listing compliance: 10-K, 10-Q, and 8-K reporting, Section 16 filings, and governance requirements under the exchange rules.
NASDAQ and NYSE listing requirements, in brief
Each exchange publishes quantitative standards a company must meet: stockholders' equity, market value of publicly held shares, share price, and round-lot shareholder counts, along with corporate governance rules on board independence and audit committees. NASDAQ offers three alternative standards for its Capital Market tier; NYSE and NYSE American have their own tests. Most private companies do not meet these standards on day one. Closing that gap is the core of the preparation phase.
For the specifics, see our guides to NASDAQ direct listing requirements and NYSE direct listing requirements, or ask us for a free qualification review of your current numbers.
More ways to raise: Reg A+, Reg D, and equity lines
A direct listing is one path among several, and it pairs well with others. Depending on your stage and goals, we also structure:
- Regulation A+ offerings, which allow a company to raise up to $75 million in a 12-month period from the general public, before or alongside an exchange listing.
- Regulation D private placements under Rule 506(b) and 506(c), with no dollar ceiling, for accredited investors.
- Regulation S offerings for capital raised outside the United States.
- Equity line facilities of up to $350 million, giving a listed company committed capital to draw after trading begins.
Many clients combine these: a Reg D or Reg A+ raise pre-listing, the direct listing itself, then an equity line for follow-on capital. The sequencing matters, and it is designed case by case.
Who leads the work
Andy Altahawi has spent his career on both sides of a listing: the banking side and the legal side. He was a Senior Vice President in Investment Banking at Prudential Securities from 1994 to 1999, working on public offerings, private placements, and M&A during the firm's years under former NASDAQ Chairman Wick Simons. In 1998 he founded Adamson Brothers, a FINRA-registered broker-dealer (CRD #46684) that took hundreds of companies public and operated without a single customer complaint or regulatory citation. After 2008 the firm became the capital markets advisory practice behind Directly Listed.
He is also an international attorney, admitted since 1986, with a Ph.D. in Finance. He has held nine FINRA examinations, including the Series 7, 24, and 79. U.S. securities law matters are handled in co-counsel with U.S.-admitted securities attorneys. His full background and regulatory record are published at andyaltahawi.com (opens in a new tab) — including the primary-source documents. We would rather you read the record than take our word for it.
Why companies choose Directly Listed
One desk covers the whole listing. The financial structuring and the legal preparation are run together, rather than split between a bank and a law firm that bill separately and coordinate slowly. The process is built for issuers who want to reach NASDAQ or NYSE on their own terms: no underwriting discount, no forced lock-up, and an advisor whose record is published in full.
Cross-border issuers are a particular focus. We structure foreign companies for U.S. market entry through F-1 registration statements, redomiciliation where needed, and governance frameworks that satisfy both the exchange and home-country law.
Directly Listed is a technology and advisory platform operated by Adamson Brothers Corp. Adamson Brothers Corp is not a registered broker-dealer, investment adviser, or funding portal, and does not offer or sell securities. Legal matters involving U.S. securities law are handled in co-counsel with U.S.-admitted securities attorneys. Nothing on this page is an offer to sell or a solicitation of an offer to buy any security.
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Directly Listed is the future of going public. One end-to-end platform to attract investors, process funds, and manage your raise — from a private Reg D round to ringing the bell on NASDAQ or NYSE.
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The funding landscape is shifting, and forward-thinking companies are adding retail capital to their stack. Our guide covers where conventional funding falls short, how customer-shareholders change buying and referral behavior, and a practical blueprint for planning and launching a retail raise.
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How To Raise Capital On Directly Listed
Five steps from first call to funds received.
Book a call
Talk to our team of experts to find the capital solution that fits your business — exemption, exchange, and timeline.
Stage your offering
After due diligence we configure your deal, prepare and file your SEC forms, and build your branded investment page.
Launch your offering
Your offering page goes live with its own Invest Now button — embeddable right on your existing website.
Market your offering
Turn your earliest supporters into your loudest advocates, then widen the funnel with strategic campaign marketing.
Receive your funds
Close subscriptions and access your capital in tranches or as a lump sum — the timing is in your hands.
We Handle The Heavy Lifting
One platform for staging your raise, attracting investors, processing funds, and managing shareholder communications — with SEC-licensed attorneys, consultants, and listing advisors paid out of one flat fee.
- ✓ SEC filings & forms
- ✓ Investor relations
- ✓ Shareholder services
- ✓ Transfer agent & DTC coordination
- ✓ Real-time data dashboards
- ✓ Digital payment processing
- ✓ Industry-leading KYC/AML
- ✓ Campaign marketing & investor acquisition
- ✓ Funnel analytics
- ✓ eSignature with full audit trail
Funds are handled directly from investors to the issuer — by card for amounts under $5,000, or by ACH or wire transfer straight to the issuer's bank account.
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Craft the perfect offering with control over raise amount, valuation, voting rights, and beyond. With us, your strategy takes center stage.
Ten Ways To Raise. One Platform.
Regulation D 506(b)
Raise unlimited capital privately from investors you already know — no general solicitation, self-certified accreditation.
Regulation D 506(c)
Advertise your raise publicly and accept unlimited capital from accredited investors with verification built into the flow.
Regulation A+
A mini-IPO open to the public. Raise up to $75M per year from your customers, community, and the crowd.
Regulation S
Raise capital from international investors through offshore transactions outside U.S. registration — often run alongside a Reg D round.
PIPE (Post-Listing)
Private investment in public equity — institutional capital placed directly into your company after it lists, at a negotiated price.
NASDAQ Conventional Listing
A conventional NASDAQ listing with a registered primary offering — raise new capital as you go public, managed end to end.
NASDAQ Direct Listing
Go public on NASDAQ without an IPO. We manage listing readiness, SEC registration, Edgarization, and the exchange application end to end.
NYSE Conventional Listing
A conventional New York Stock Exchange listing with a registered primary offering — the Big Board, with new capital raised at the bell.
NYSE Direct Listing
List directly on the New York Stock Exchange — the prestige of the Big Board without dilutive underwriting.
Equity Line of Credit (ELOC)
A committed standby equity facility from institutional investors — draw capital when you need it, on your timeline.
Direct listing FAQ
Straight answers to the questions companies ask most about direct listings, NASDAQ and NYSE requirements, timelines, and costs.
Direct listing basics
What is a direct listing?
A direct listing is a way to take a company public by registering existing shares with the SEC and listing them on an exchange, without hiring underwriters to sell new stock. Shares begin trading at a price set by buy and sell orders on the opening day.
How is a direct listing different from an IPO?
An IPO sells new shares through underwriters, who set the price and charge a discount, typically around seven percent. A direct listing skips the underwriters: no discount, no allocation, and normally no lock-up period. Both routes require full SEC registration and full exchange qualification.
Is a direct listing the same as a DPO?
Yes. A direct listing is also called a direct public offering (DPO) or direct placement. All three terms describe the same mechanism: registering shares with the SEC and listing them on an exchange without an underwritten offering.
Can my company raise new capital in a direct listing?
Yes. Under exchange rules approved since 2020, both NYSE and NASDAQ permit primary direct listings, in which the company sells new shares in the opening auction. Conditions apply, and many companies instead raise capital before listing through a Reg D or Reg A+ offering.
How is the opening price set in a direct listing?
The exchange publishes a reference price based on recent private-market trades or an independent valuation, and the stock then opens through an auction that matches actual buy and sell orders. There is no underwriter allocation, so the first print reflects real market demand.
Do employees and early investors face a lock-up in a direct listing?
Normally no. A direct listing has no underwriter-imposed lock-up, so existing holders can sell from the first day of trading. Insiders remain subject to securities-law limits such as Rule 144, Section 16 reporting, and any company trading policies.
How does a direct listing compare to a SPAC merger or reverse merger?
A SPAC merger takes a company public by combining with a listed shell, and a reverse merger uses an existing public company; both add the counterparty's costs, dilution, and diligence. A direct listing keeps the company's own capital structure intact and lists it on its own registration statement, at the cost of not having a built-in raise.
NASDAQ listings
What are the requirements for a direct NASDAQ listing?
NASDAQ applies the same quantitative standards as for any listing: tests based on stockholders' equity, market value of publicly held shares, share price, and shareholder counts, plus governance rules on board and committee independence. NASDAQ's Capital Market tier offers three alternative standards, and a company needs to satisfy one in full.
What are the NASDAQ listing tiers?
NASDAQ operates three tiers: the Capital Market for earlier-stage companies, the Global Market, and the Global Select Market with the most demanding financial standards. Each tier publishes its own initial and continued listing standards, and direct listings are permitted on each subject to the applicable rules.
What is the minimum share price to list on NASDAQ?
The standard initial listing tests require a $4 minimum bid price. The Capital Market tier offers closing-price alternatives at $3 or $2 when a company meets additional financial conditions, and direct listings use a valuation-based price under NASDAQ's direct listing rules.
How many shareholders does NASDAQ require?
Initial listing on the Capital Market requires at least 300 round-lot shareholders; the Global and Global Select tiers require 400. At least half of the minimum round-lot holders must each hold unrestricted shares worth $2,500 or more, with limited exceptions.
Does NASDAQ require market makers?
Yes. Initial listing requires registered market makers — generally three on the Capital Market and three to four on the higher tiers depending on the standard used. We coordinate market-maker sponsorship as part of the exchange application.
What corporate governance does NASDAQ require?
Listed companies need a majority-independent board, an audit committee of at least three independent directors who meet financial-literacy requirements, independent oversight of executive compensation and director nominations, a code of conduct, and annual shareholder meetings. Phase-in periods apply to newly listed companies, and foreign private issuers may follow certain home-country practices with disclosure.
What happens if we fall below NASDAQ's standards after listing?
NASDAQ issues a deficiency notice and typically grants a compliance period to cure the shortfall, with a possible hearing before a delisting decision. Continued-listing standards are lower than initial standards, and staying comfortably above them is part of our post-listing compliance work.
NYSE listings
Does the New York Stock Exchange allow direct listings?
Yes. The NYSE pioneered the modern direct listing — Spotify used it in 2018 — and its rules also permit primary direct listings in which the company raises new capital in the opening auction, subject to conditions. Directly Listed manages the NYSE application, the registration statement, and the opening-day mechanics.
What is the difference between NYSE and NYSE American?
The NYSE is the main Big Board with the most demanding quantitative standards, while NYSE American serves earlier-stage and smaller companies with lower financial thresholds. Both are national securities exchanges under full SEC oversight, and both routes reach the same investing public.
What are the NYSE American listing standards?
NYSE American publishes alternative financial standards based on pre-tax income, market capitalization, or total assets and revenue, each paired with minimums for stockholders' equity and the market value of publicly held shares. A company must also meet one of the shareholder-distribution options and a minimum share price, plus the exchange's corporate governance rules.
What is a Designated Market Maker (DMM) and why does it matter?
A DMM is the NYSE member firm responsible for opening the stock and maintaining a fair and orderly market in it. In a direct listing the DMM sets the opening price from the order book, consulting the company's financial advisor, so selecting and coordinating the DMM is a key step we manage before the first trade.
What are NYSE's shareholder distribution requirements?
The NYSE requires a minimum number of round-lot holders and a minimum number and market value of publicly held shares, with the exact thresholds set by the listing standard used. Distribution is measured on shares not held by directors, officers, or concentrated owners, which is why cap-table planning is part of listing preparation.
Process, cost, and timeline
How long does a direct listing take?
Most engagements run four to nine months from start to first trade. The largest variable is audit readiness: a company with current PCAOB-standard audits moves much faster than one starting its first audit.
How much does a direct listing cost?
Costs include the audit, legal and advisory fees, SEC filing costs, and the exchange's published entry and annual fees. The total is typically far below an underwritten IPO of similar size, because there is no underwriting discount on proceeds. We scope fees in writing before an engagement begins.
Do we need audited financial statements?
Yes. The registration statement must include financial statements audited by a PCAOB-registered firm — generally two fiscal years for an emerging growth company. Starting the audit early is the single best way to shorten the overall timeline.
Can a foreign company do a direct listing on a U.S. exchange?
Yes. A foreign private issuer registers on Form F-1 rather than Form S-1 and can qualify for either exchange. Structuring, governance, and home-jurisdiction questions need to be settled early, which is where our cross-border legal practice comes in.
Can we move from the OTC markets to NASDAQ or NYSE?
Yes. An uplisting takes an OTC-quoted company onto a national exchange once it meets the exchange's standards. The preparation resembles a direct listing: close the gaps, file, qualify, and list.
Can we raise capital before the listing instead of during it?
Yes, and many companies do. A Regulation D or Regulation A+ round before listing funds the balance sheet the exchange will evaluate, and an equity line of credit after listing provides committed follow-on capital. We design the sequencing case by case.
What reporting obligations apply after we list?
A listed company files annual 10-K, quarterly 10-Q, and current 8-K reports with the SEC, and its insiders file Section 16 ownership reports. It must also maintain the exchange's governance standards and pay annual listing fees — obligations we stay engaged on after the first trade.
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Disclaimer
Adamson Brothers Corp, Inc. d/b/a Directlylisted.com (“Directly Listed”), which is neither a registered broker-dealer, investment advisor nor funding portal. We are B2B institutional platform conducts direct exchange listings services for our sophisticated institutional clients. Directly listed platform permits prospective institutional clients to independently search and prepare for their own direct exchange listing.
Directly Listed and its affiliates do not offer investment advice or analysis, nor do they endorse or recommend investments in any company or the suitability of an investment for any particular investor. The information on our website regarding any company or in a blog post is based on publicly available information or directly from the subject company. Directly Listed and its affiliates make no representation or warranty as to the adequacy, accuracy or completeness of such information. Any opinions or forecasts expressed herein are our own, are not intended as investment advice and are subject to change without notice. Blog posts have been prepared solely for informative purposes and are not a solicitation of an offer to buy or an offer to sell any security.
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You should thoroughly review the complete offering materials for any investment opportunity, particularly all risk factors, prior to investing in any offering and become familiar with the investor requirements, investment limits and your ability to resell the investment.
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