Synergy Capital Markets

The NASDAQ Stock Market was officially recognized as a stock exchange by the U.S. Securities and Exchange Commission as of June 1, 2006.  Over the last twenty years the NASDAQ has evolved into the preferred trading market for technology and bio-technology companies.

 

The NASDAQ is split into three tiers; the Global Select Market (NASDAQGSM), Global Market (NASDAQGM) and Capital Market (NASDAQCM).  All  tiers of NASDAQ are much more volatile than the trading markets of traditional stock exchanges.  This volatility results in more shares being traded per day on NASDAQ than any other U.S. exchange.

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Below is a summary of the listing requirements of NASDAQGSM, NASDAQGM and NASDAQCM:

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NASDAQ - Capital Market Listing Requirements (Market Value of Public Securities):

• Net Income from Continuing Operations (in last fiscal year, or in 2 of the last 3 years): N/A

• Net Tangible Assets: N/A

• Market Value of Publicly Held Stock*: $15 Million USD

• Market Value of Listed Securities**: $50 Million USD

• Number of Shares Publicly Held: 1 Million

• Number Public Board Lot Holders: 300

• Bid Price or Closing Price****: $4.00 or $3.00

• Shareholders Equity: $4,000,000

• Market Makers: 3

• Operating History: N/A

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NASDAQ Global Select Market Listing Requirements (Earnings Standard):

• Pre-Tax Income: Aggregate in prior 3 fiscal years ≥$11,000,000 and Each of the 2 most recent fiscal years ≥$2,200,000 and Each of the prior 3 fiscal years ≥$0

• Cash Flows: N/A

• Revenue: N/A

• Net Tangible Assets: N/A

• Market Value of Listed Securities: N/A

• Market Value of Publicly Held Securities*: $45 Million USD

• Number of Shares Publicly Held**: 1,250,000

• Public Board Lot Holders: 450

• Trading Price of Listed Securities**: $4.00 USD

• Shareholders Equity: N/A

• Market Makers: 3 or 4

• Operating History: N/A

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NASDAQ Global Select Market Listing Requirements (Capitalization w/ Cash Flow):

• Pre-Tax Income: N/A

• Cash Flows: Aggregate in prior 3 fiscal years ≥$27,500,000 and each of the prior 3 fiscal years ≥ $0

• Revenue: Previous fiscal year ≥ $110,000,000

• Net Tangible Assets: N/A

• Market Value of Listed Securities: Average ≥$550,000,000 over prior 12 months

• Market Value of Publicly Held Securities*: $45 Million USD

• Number of Shares Publicly Held**: 1,250,000

• Public Board Lot Holders: 450

• Trading Price of Listed Securities**: $4.00 USD

• Shareholders Equity: N/A

• Market Makers: 3 or 4

• Operating History: N/A

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NASDAQ Global Select Market Listing Requirements (Capitalization w/ Revenue):

• Pre-Tax Income: N/A

• Cash Flows: N/A

• Revenue: Previous fiscal year ≥ $90,000,00

• Net Tangible Assets: N/A

• Market Value of Listed Securities: Average ≥$850,000,000 over prior 12 months

• Market Value of Publicly Held Securities*: $45 Million USD

• Number of Shares Publicly Held**: 1,250,000

• Public Board Lot Holders: 450

• Trading Price of Listed Securities**: $4.00 USD

• Shareholders Equity: N/A

• Market Makers: 3 or 4

• Operating History: N/A

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NASDAQ Global Select Market Listing Requirements (Capitalization w/ Revenue):

• Pre-Tax Income: N/A

• Cash Flows: N/A

• Revenue: N/A

• Net Tangible Assets: $80,000,000 (in last completed fiscal year)

• Market Value of Listed Securities: $160 Million USD

• Market Value of Publicly Held Securities*: $45 Million USD

• Number of Shares Publicly Held**: 1,250,000

• Public Board Lot Holders: 450

• Trading Price of Listed Securities**: $4.00 USD

• Shareholders Equity: $55 Million USD

• Market Makers: 3 or 4

• Operating History: N/A

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(*)Seasoned companies currently trading on another market are required to have a market value of publicly held shares of $110,000,000 or a market value of publicly held shares of $100,000,000 and $110,000,000 in shareholders’ equity.

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(**)Issuers listing concurrently with an initial public offering or as a spin-off may alternatively have 2,200 total shareholders. Seasoned companies currently trading on another market or affiliated companies of listed on Nasdaq Global Select Markets may alternatively have 2,200 total shareholders or 550 total shareholders and 1,100,000 average monthly trading volumes over the last 12 months

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NASDAQ Global Market Listing Requirements (Income Standard):

• Pre-Tax Income Last Year (in last fiscal year, or in 2 of the last 3 years): $1 Million USD

• Total Assets and Total Revenue (in last fiscal year, or in 2 of the last 3 years): N/A 

• Market Value of Publicly Held Stock*: $8 Million USD

• Market Value of Listed Securities**: N/A

• Number of Shares Publicly Held: 1,100,000

• Number Public Board Lot Holders: 400

• Trading Price of Listed Securities: $4.00 USD

• Shareholders Equity: $15 Million USD

• Market Makers: 3

• Operating History: N/A

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NASDAQ Global Market Listing Requirements (Equity Standard):

• Pre-Tax Income Last Year (in last fiscal year, or in 2 of the last 3 years): N/A

• Total Assets and Total Revenue (in last fiscal year, or in 2 of the last 3 years): N/A 

• Market Value of Publicly Held Stock*: $18 Million USD

• Market Value of Listed Securities**: N/A

• Number of Shares Publicly Held: 1,100,000

• Number Public Board Lot Holders: 400

• Trading Price of Listed Securities: $4.00 USD

• Shareholders Equity: $30 Million USD

• Market Makers: 3

• Operating History: 2 years

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NASDAQ Global Market Listing Requirements (Market Value Standard***):

• Pre-Tax Income Last Year (in last fiscal year, or in 2 of the last 3 years): N/A

• Total Assets and Total Revenue (in last fiscal year, or in 2 of the last 3 years): N/A 

• Market Value of Publicly Held Stock*: $20 Million USD

• Market Value of Listed Securities**: $75 Million USD

• Number of Shares Publicly Held: 1,100,000

• Number Public Board Lot Holders: 400

• Trading Price of Listed Securities: $4.00 USD

• Shareholders Equity: N/A

• Market Makers: 4

• Operating History: N/A

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NASDAQ Global Market Listing Requirements (Total Assets & Total Revenue):

• Pre-Tax Income Last Year (in last fiscal year, or in 2 of the last 3 years): N/A

• Total Assets and Total Revenue (in last fiscal year, or in 2 of the last 3 years): $75,000,000 and $75,000,000

• Market Value of Publicly Held Stock*: $20 Million USD

• Market Value of Listed Securities**: N/A

• Number of Shares Publicly Held: 1,100,000

• Number Public Board Lot Holders: 400

• Trading Price of Listed Securities: $4.00 USD

• Shareholders Equity: N/A

• Market Makers: 4

• Operating History: N/A

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(*) Publicly held shares is defined as total shares outstanding, less any shares held directly or indirectly by officers, directors or any person who is the beneficial owner of more than 10% of the total shares outstanding of the company. Entities in which an officer, director, or 10% owner has voting and/or dispositive power, such as a typical Employee Stock Option Plan, are excluded from publicly held shares.

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(**) The term, “listed securities”, is defined as “securities listed on NASDAQ or another national securities exchange.”

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(***) Seasoned companies (those companies already listed or quoted on another marketplace) qualifying only under the Market Value Standard must meet the market value of listed securities and the bid price requirements for 90 consecutive trading days prior to applying for listing.

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NASDAQ - Capital Market Listing Requirements (Equity Standard):

• Net Income from Continuing Operations (in last fiscal year, or in 2 of the last 3 years): N/A

• Net Tangible Assets: N/A

• Market Value of Publicly Held Stock*: $15 Million USD

• Market Value of Listed Securities**: N/A

• Number of Shares Publicly Held: 1 Million

• Number Public Board Lot Holders: 300

• Bid Price or Closing Price****: $4.00 or $3.00

• Shareholders Equity: $5,000,000

• Market Makers: 3

• Operating History: 2 years

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NASDAQ - Capital Market Listing Requirements (Market Value of Public Securities):

• Net Income from Continuing Operations (in last fiscal year, or in 2 of the last 3 years): N/A

• Net Tangible Assets: N/A

• Market Value of Publicly Held Stock*: $15 Million USD

• Market Value of Listed Securities**: $50 Million USD

• Number of Shares Publicly Held: 1 Million

• Number Public Board Lot Holders: 300

• Bid Price or Closing Price****: $4.00 or $3.00

• Shareholders Equity: $4,000,000

• Market Makers: 3

• Operating History: N/A

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NASDAQ - Capital Market Listing Requirements (Net Income):

• Net Income from Continuing Operations (in last fiscal year, or in 2 of the last 3 years): $750,000 USD

• Net Tangible Assets: N/A

• Market Value of Publicly Held Stock*: $5 Million USD

• Market Value of Listed Securities**: N/A

• Number of Shares Publicly Held: 1 Million

• Number Public Board Lot Holders: 300

• Bid Price or Closing Price****: $4.00 or $3.00

• Shareholders Equity: $4,000,000

• Market Makers: 3

• Operating History: N/A

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(*) Publicly held shares is defined as total shares outstanding, less any shares held directly or indirectly by officers, directors or any person who is the beneficial owner of more than 10% of the total shares outstanding of the company. Entities in which an officer, director, or 10% owner has voting and/or dispositive power, such as a typical Employee Stock Option Plan, are excluded from publicly held shares.

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(**) The term, “listed securities”, is defined as “securities listed on NASDAQ or another national securities exchange.”

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(***) Seasoned companies (those companies already listed or quoted on another marketplace) qualifying only under the Market Value Standard must meet the market value of listed securities and the bid price requirements for 90 consecutive trading days prior to applying for listing.

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NOTE: The fundamental difference between the NYSE and Nasdaq is in the way securities on the exchanges are transacted between buyers and sellers. The Nasdaq is a dealer's market, wherein market participants are not buying from and selling to one another directly but through a dealer, who, in the case of the Nasdaq, is a market maker. The NYSE is an auction market, wherein individuals are typically buying and selling between one another, and there is an auction occurring; that is, the highest bidding price will be matched with the lowest asking price.

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