NASDAQ Direct Listing
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. Investors' funds are routed directly to the issuer — by card for amounts under $5,000 and by wire or ACH above that.
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 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.