On January 26, 2026, The Nasdaq Stock Market (Nasdaq) filed a rule proposal with the Securities and Exchange Commission (SEC) that would permit the immediate suspension and delisting of a company listed on the Nasdaq Global Market (including the Global Select Market) or the Nasdaq Capital Market if its market value of listed securities remains below $5 million for 30 consecutive business days, under proposed Rules 5450(a)(3) and 5550(a)(6).
Nasdaq states that a sustained market value at this level typically reflects fundamental, non-temporary business challenges and that such companies are unlikely to regain and maintain compliance with continued listing standards. Nasdaq further notes that very low-value securities present liquidity challenges and make it more difficult to maintain fair and orderly markets.
Unlike most Nasdaq continued listing deficiencies, the proposed rule would allow suspension and delisting to take effect without a prior hearing and without any automatic stay. Although an affected company could seek review of a delisting determination and appeal to the Nasdaq Listing and Hearing Review Council, its securities would remain suspended from Nasdaq trading during that process and would generally trade in the over-the-counter market. The scope of any hearing would be narrowly limited to whether Nasdaq staff made a factual error, with no discretion to grant additional time or consider subsequent compliance.
Interested persons may submit comments through the SEC’s internet comment form or by email to rule-comments@sec.gov. The rule will become effective within 45 days of publication in the Federal Register, or within up to 90 days if extended by the SEC pursuant to Section 19(b)(2) of the Exchange Act. During that period, the SEC will approve or disapprove the proposal or institute proceedings to determine whether it should be disapproved.
If adopted, the proposal would sharply limit the flexibility typically available to companies experiencing prolonged market value declines. A failure to maintain at least $5 million in market value for 30 consecutive business days would trigger immediate suspension and delisting, with no compliance period and no stay pending appeal. For distressed companies near the $5 million threshold, this effectively removes the ability to remain listed while pursuing remedial measures such as capital raises, reverse stock splits, or enhanced disclosures. Issuers facing sustained market value pressure may therefore need to monitor this metric closely and evaluate contingency planning well in advance of any prolonged decline.
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