On February 22, 2021, Nasdaq amended the rule changes it initially proposed in September 2020 that would permit an issuer to conduct a concurrent primary offering of its securities and a direct listing on Nasdaq. In December 2020, the US Securities and Exchange Commission approved amendments to the New York Stock Exchange ("NYSE") rules allowing a direct listing on the NYSE with a primary offering component, subject to compliance with certain conditions. Nasdaq's amended proposal conforms to the NYSE rules by similarly requiring issuers to price their shares within a specified range. The initial proposal submitted by Nasdaq would only have required a non-binding price range be disclosed. Under the revised proposal, the sale price used in the capital raise must be calculated at or above the lowest price and at or below the highest price of the price range established by the issuer in its effective registration statement. Nasdaq's amended proposal can be found here.
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This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.
