NASDAQ Direct Listing
A NASDAQ direct listing lets a company go public on NASDAQ without a traditional underwritten IPO and without dilutive underwriting, while Directly Listed manages listing readiness, SEC registration, Edgarization, and the exchange application end to end.
Go public on NASDAQ without an IPO. We manage listing readiness, SEC registration, Edgarization, and the exchange application end to end.
What You Get
- ✓Initial Due Diligence and Corporate AssessmentComprehensive review of the client's business, financials, and regulatory posture.
- ✓U.S. Entity Formation and Corporate RestructuringFormation of a Delaware or Wyoming corporation; preparation of governance documentation and state filings.
- ✓Corporate Governance and Documentation AdvisoryDrafting and structuring of corporate minutes, bylaws, board resolutions, and committee charters in compliance with U.S. securities laws and NASDAQ Rule 5605, handled by our attorneys.
- ✓Capital Structure OptimizationAdvisory on capitalization strategy to meet U.S. exchange listing requirements, including authorized share structure and shareholder distribution.
- ✓Private Placement StructuringStrategic guidance on Regulation A, Regulation D, and Regulation S offerings, including preparation of Form D and related documentation.
- ✓Bridge Financing Advisory (Optional)Structuring of pre-listing interim capital facilities to support operational readiness and regulatory compliance.
- ✓Equity Line of Credit (ELOC) Structuring (Optional)Advisory on referring and structuring an equity line of credit facility of up to USD $350 million for post-listing liquidity and growth capital.
- ✓M&A and Intellectual Property Acquisition Support (Optional)Strategic advisory on business combinations, asset acquisitions, and IP roll-ups in support of listing readiness.
- ✓SEC Registration FilingsPreparation, review, and submission of Form 10 and/or Form S-1 registration statements, including all exhibits, financials, and governance disclosures.
- ✓NASDAQ Application and Market Maker CoordinationSubmission of the NASDAQ listing application; coordination with qualified market makers to secure sponsorship and ensure orderly trading.
- ✓Exchange Listing ExecutionFinalization of the listing application with NASDAQ or NYSE; coordination with transfer agents, DTC, and broker-dealers to ensure operational readiness.
Built Into Every Deal
Flat-fee engagement. Directly Listed charges a flat platform fee plus an equity grant at signing — quoted individually for every deal. No percentage-of-raise according to the rules.
eSignature execution. Subscription agreements and engagement letters are executed through Adobe Acrobat Sign with full audit trails.
Payments. 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. Directly Listed never holds the funds.
Issuer-exemption model. Directly Listed is a technology platform; offerings are conducted by issuers in reliance on their own exemptions, with compliance workflows — accreditation, investor limits, KYC — built into the software.
Flat Fee Disclosure
Our SEC-licensed attorneys, listing consultants, and listing advisors are all paid out of the flat fee we charge. There are no separate legal bills—only third-party costs, such as legal opinions, valuation reports, audits, transfer agent and DTC fees, exchange application fees, and any annual exchange fees, which are paid directly by the issuer.
The flat fee is determined by the scope of services provided and your company's stage, along with an equity grant that is likewise set according to your startup's stage and needs. Every deal is quoted individually.
NASDAQ Direct Listing, in depth
A NASDAQ direct listing takes a company public without an IPO. The company registers its shares with the SEC on a Form S-1 (Form F-1 for foreign issuers), qualifies against NASDAQ's initial listing standards, and the stock begins trading through NASDAQ's electronic opening cross at a price set by actual buy and sell orders. There is no underwriting syndicate, no discount of roughly seven percent on proceeds, and normally no 180-day lock-up — existing holders can sell from the first trade.
NASDAQ operates three tiers: the Capital Market for earlier-stage companies, the Global Market, and the Global Select Market. Capital Market entry requires at least 300 round-lot shareholders (400 on the higher tiers), one million publicly held shares, three registered market makers, and one financial standard met in full — $5 million stockholders' equity with $15 million market value of publicly held shares and a two-year operating history, $4 million equity with $50 million market value of listed securities, or $4 million equity with $750,000 net income. Direct listings price off an independent valuation under NASDAQ's direct-listing rules, and NASDAQ has been tightening several standards through 2025–2026.
The route suits companies with a clear equity story, shareholders who want day-one liquidity, and enough holder distribution — or a plan to build it through a pre-listing raise — to generate organic demand. Directly Listed manages the full arc for a flat platform fee plus an equity grant: PCAOB audit readiness, governance build-out, the S-1 and SEC comment process, the NASDAQ application, and post-listing compliance, typically in four to nine months.
Related topics: NYSE Direct Listing · NASDAQ Conventional Listing · Regulation A+ · Guides
NASDAQ Direct Listing — questions & answers
What are the NASDAQ requirements and tiers for a direct listing?
NASDAQ operates three tiers — the Capital Market for earlier-stage companies, the Global Market, and the Global Select Market — and direct listings are permitted on each. Capital Market entry requires at least 300 round-lot shareholders (400 on the higher tiers), one million or more publicly held shares, generally three registered market makers, and one full financial standard: the Equity Standard ($5 million stockholders' equity, $15 million market value of publicly held shares, two-year operating history), the Market Value Standard ($4 million equity, $50 million market value of listed securities), or the Net Income Standard ($4 million equity, $750,000 net income). Direct listings use a valuation-based price under NASDAQ's direct-listing rules, and higher-tier listings carry additional unrestricted-share and valuation conditions. NASDAQ has been tightening standards in 2025–2026, so we confirm the live rulebook in every qualification review.
Related topics: NYSE Direct Listing · NASDAQ Conventional Listing · Regulation A+ · Guides
How does the process work, and how long does it take?
Most engagements run four to nine months from start to first trade, in three phases. First, preparation: PCAOB-standard audits, board and committee independence, corporate cleanup, and drafting the S-1 (or F-1 for foreign issuers). Second, qualification: the SEC review — typically two to four comment rounds over three to five months, with the first comment letter usually arriving within about 30 days — runs in parallel with the NASDAQ listing application, symbol reservation, and qualification review. Third, listing: once the registration statement is effective and the exchange approves, shares open for trading; we coordinate the transfer agent, DTC, and market makers so the first day is orderly. The largest timeline variable is audit readiness — a company with current PCAOB audits moves much faster.
Related topics: NYSE Direct Listing · NASDAQ Conventional Listing · Regulation A+ · Guides
How is the opening price set on NASDAQ?
The exchange publishes a reference price the evening before trading — based on recent private-market trades or, absent those, an independent valuation — and the stock then opens through an auction that matches actual buy and sell orders. On NASDAQ, the opening cross runs through NASDAQ's electronic auction with the company's financial advisor's input; the independent valuation also anchors the permissible range around the reference price under NASDAQ's direct-listing rules. The reference price is informational, not transactional: no shares change hands at it, and opening prices routinely diverge from it because the auction reflects real demand. There is no underwriter allocation anywhere in the process — the first print is the market's own number.
Related topics: NYSE Direct Listing · NASDAQ Conventional Listing · Regulation A+ · Guides
Can I raise capital in — or around — a NASDAQ direct listing?
Yes, three ways. In it: a primary direct listing sells new company shares in the opening auction under the post-2020 exchange rules. Before it: a Reg D 506(b) or 506(c) private placement, a Reg A+ public raise, or a Reg S offshore tranche funds the balance sheet the exchange will evaluate — and prices a reference point for the listing. After it: an Equity Line of Credit gives committed standby capital to draw on your own timeline, and a PIPE places institutional capital at a negotiated price. Many clients run all three phases; the raise is engineered around the listing, not bolted on.
Related topics: NYSE Direct Listing · NASDAQ Conventional Listing · Regulation A+ · Guides
How much does a NASDAQ direct listing cost?
Costs fall into four buckets: the PCAOB-standard audit (the largest variable, especially first-time audits); legal and advisory work — on our platform, SEC-licensed attorneys, consultants, and listing advisors are all paid out of one flat platform fee plus an equity grant at signing, with no separate legal bills; third-party costs (independent valuation, transfer agent and DTC fees, financial printer/EDGAR, D&O insurance); and exchange fees — NASDAQ annual fees run on the order of $85,000 for many issuers, with entry fees additional. The total is typically far below an underwritten IPO of similar size, because the roughly seven percent underwriting discount on proceeds simply never leaves. We scope fees in writing before an engagement begins: request a quotation.
Related topics: NYSE Direct Listing · NASDAQ Conventional Listing · Regulation A+ · Guides
Is there 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 — one of the route's defining advantages for employees and early investors. Securities-law limits still apply: insiders remain subject to Rule 144's conditions for affiliates, Section 16 reporting and short-swing profit rules for officers, directors, and 10% holders, and the company's own insider-trading policy and trading windows. Some companies choose to impose contractual transfer restrictions on particular holders for market-management reasons — a choice, not a requirement, and one we model against expected float and demand before recommending it. The discipline that replaces the lock-up is internal: trading windows keyed to the reporting calendar and Rule 10b5-1 plans for insiders who want programmatic selling.
Related topics: NYSE Direct Listing · NASDAQ Conventional Listing · Regulation A+ · Guides
More questions? Browse the complete FAQ — 459+ answers across every structure, the Issuer FAQ, or the Investor FAQ.
NASDAQ Direct Listing Requirements
Direct listings on NASDAQ rely on an independent third-party valuation (or compelling evidence) to establish price-based requirements.
Nasdaq Capital Market — Direct Listing Financial & Liquidity Requirements
For a direct listing, Nasdaq relies on a valuation provided by an independent third party with significant experience, or certain compelling evidence.
| Requirement | Equity Standard | Market Value of Listed Securities | Net Income Standard |
|---|---|---|---|
| Stockholders' Equity | $5M | $4M | $4M |
| MV of Unrestricted Publicly Held Shares (valuation / compelling evidence) | $30M / $37.5M | $30M / $37.5M | $30M / $37.5M |
| MV of Listed Securities (valuation / compelling evidence) | — | $100M / $125M | — |
| Net Income (latest FY or 2 of last 3) | — | — | $750K |
| Unrestricted Publicly Held Shares | 1M | 1M | 1M |
| Unrestricted Round Lot Shareholders | 300 | 300 | 300 |
| Market Makers | 3 | 3 | 3 |
| Operating History | 2 years | — | — |
| Bid Price (valuation / compelling evidence) | $8 / $10 | $8 / $10 | $8 / $10 |
Summary of key thresholds. A company must meet all criteria under at least one standard plus the applicable liquidity requirements. See the complete official guide attached below for all standards, liquidity criteria, and footnotes.
Nasdaq Global Market — Direct Listing Financial & Liquidity Requirements
For a direct listing, Nasdaq relies on a valuation provided by an independent third party with significant experience, or certain compelling evidence.
| Requirement | Income | Equity | Market Value | Total Assets / Total Revenue |
|---|---|---|---|---|
| Pre-tax income from continuing operations (latest FY or 2 of last 3) | $1M | — | — | — |
| Stockholders' Equity | $15M | $30M | — | — |
| MV of Listed Securities (valuation / compelling evidence) | — | — | $150M / $187.5M | — |
| Total Assets and Total Revenue (latest FY or 2 of last 3) | — | — | — | $75M & $75M |
| Unrestricted Publicly Held Shares | 1.1M | 1.1M | 1.1M | 1.1M |
| Unrestricted Round Lot Shareholders | 400 | 400 | 400 | 400 |
| Market Makers | 3 | 3 | 4 | 4 |
| Operating History | — | 2 years | — | — |
| Bid Price (valuation / compelling evidence) | $8 / $10 | $8 / $10 | $8 / $10 | $8 / $10 |
Summary of key thresholds. A company must meet all criteria under at least one standard plus the applicable liquidity requirements. See the complete official guide attached below for all standards, liquidity criteria, and footnotes.