As discussed in our LEGALcurrents, “Nasdaq and NYSE Rules Approved, Limiting Options for Companies to Regain Compliance with the $1.00 Minimum Price Rules,” in January 2025 the Securities and Exchange Commission approved proposed rules from the New York Stock Exchange (“NYSE”) and The Nasdaq Stock Market LLC (“Nasdaq”) targeted at narrowing the options of and accelerating the delisting process for companies with securities that fail to comply with the $1.00 minimum price rules.
After all of these updates, the current NYSE and Nasdaq minimum price rules are summarized in the charts below:
| Current Rules | NYSE | Nasdaq |
| Minimum price | $1.00 | $1.00 |
| Typical minimum price compliance period | 6 months | 180 days |
| Procedures for regaining compliance with minimum price | closing share price of at least $1.00 on the last trading day of the month and an average closing share price of at least $1.00 over the last 30 trading-day period | closing bid price above $1.00 for 10 consecutive business days |
| Minimum number of publicly held shares | 600,000 | 500,000 |
| Minimum number of shareholders | 400 (or when combined with average monthly trading volume requirement, 1,200) | 400 or 300, depending on market tier |
| Compliance Period Eliminated If: | NYSE | Nasdaq |
| Reverse stock split within the past year | Yes | Yes |
| Cumulative reverse stock split ratio in the last two-year period exceeds threshold | Yes, current threshold is 200 or more to 1 | Yes, current threshold is 250 or more to 1 |
| Reverse stock split causes noncompliance with another listing standard | Yes | Yes |
Next Steps
The recently approved rules will narrow the options for NYSE and Nasdaq-listed companies struggling to comply with the $1.00 minimum price rule to remain listed. To avoid reaching the $1.00 minimum price, companies in need of capital from the equity markets should consider alternatives that may have less impact on their stock price, such as at-the-market offerings (ATMs), private placements in public equity (PIPEs), and registered direct offerings. Interestingly, the SEC recently updated its guidance on filing registration statements confidentially, which could allow more microcap issuers to explore traditional offerings using Form S-1 without as much of a negative impact to their stock prices. If you have any questions about the application of these rules or maintaining or regaining compliance with NYSE or Nasdaq rules, please contact a member of Harter Secrest & Emery’s Securities and Capital Markets group.