NYSE/NYSE American Continued Listing Requirements

Strategic legal guidance on NYSE and NYSE American continued listing standards. Anthony, Linder & Cacomanolis provides a detailed breakdown of quantitative requirements, equity thresholds, and qualitative governance rules for listed issuers.

NYSE and NYSE American Continued Listing Requirements: Maintaining Market Eligibility

Maintaining a listing on the New York Stock Exchange (NYSE) or the NYSE American requires a commitment to rigorous financial and qualitative standards. Unlike the initial listing process, which serves as a gatekeeping function for the world’s largest capital markets, continued listing standards provide a “safety net” to ensure that listed issuers maintain the liquidity and financial health expected by institutional investors. Anthony, Linder & Cacomanolis provides sophisticated counsel to management teams to navigate deficiency notices and the complex “Plan” process required to avoid delisting.

NYSE (Main Board) Continued Listing Requirements

For issuers listed on the NYSE Main Board, the exchange monitors both “Global” standards and specific distribution metrics. Pursuant to Section 802.01 of the NYSE Listed Company Manual, a company may be considered below standards if it fails to meet any of the following criteria.

NYSE Quantitative Maintenance Standards (Section 802.01)

Requirement	Threshold for Deficiency
Price Criteria	Average closing price of less than $1.00 over a consecutive 30 trading-day period.
Market Capitalization & Equity	Average global market capitalization over a consecutive 30 trading-day period is less than $50 million AND total stockholders’ equity is less than $50 million.
Alternative Standard	Average global market capitalization over a consecutive 30 trading-day period is less than $15 million.
Distribution: Shareholders	Total number of stockholders is less than 400.
Distribution: Public Shares	Number of publicly held shares is less than 600,000.
Distribution: Market Value	Market value of publicly held shares is less than $1.1 million.

NYSE American Continued Listing Requirements

The NYSE American is designed for growth companies and utilizes a multi-tiered approach to financial health based on the issuer’s history of net income and losses. These standards are codified in Sections 1001 through 1006 of the NYSE American Company Guide.

NYSE American Quantitative Maintenance Standards (Section 1003)

Requirement	Threshold for Deficiency
Financial Standard 1	Stockholders’ equity of less than $2 million AND losses from continuing operations/net losses in two of its three most recent fiscal years.
Financial Standard 2	Stockholders’ equity of less than $4 million AND losses from continuing operations/net losses in three of its four most recent fiscal years.
Financial Standard 3	Stockholders’ equity of less than $6 million AND losses from continuing operations/net losses in five of its most recent fiscal years.
Market Value of Public Float	Less than $1 million for a period of more than 90 consecutive days.
Publicly Held Shares	Fewer than 200,000 shares (excluding those held by officers/directors/10% holders).
Shareholders	Fewer than 300 public stockholders.
Low Selling Price	The exchange may initiate delisting if the stock price is “unacceptably low” (typically considered below $0.20 per share for a sustained period).

Qualitative Requirements and Corporate Governance

Both NYSE and NYSE American maintain a comprehensive suite of qualitative standards that align with SEC mandates under the Sarbanes-Oxley Act and the Dodd-Frank Act.

NYSE Corporate Governance (Section 303A)

• Independent Board: A majority of the board of directors must be independent (Section 303A.01).
• Committees: The issuer must have a Nominating/Corporate Governance Committee (Section 303A.04), a Compensation Committee (Section 303A.05), and an Audit Committee (Section 303A.07), each comprised entirely of independent directors.
• Internal Audit Function: Every listed company must maintain an internal audit function to provide management and the audit committee with ongoing assessments of the company’s risk management processes and system of internal control.

NYSE American Corporate Governance (Section 801-809)

• Board Independence: A majority of the board must be independent (Section 802).
• Audit Committee: Must consist of at least three members, each of whom must be independent as defined under Rule 10A-3 of the Exchange Act (Section 803).
• Voting Rights (Section 122): Consistent with Nasdaq Rule 5640, the NYSE American prohibits corporate actions or issuances that disparately reduce the voting rights of existing common stockholders.

The Compliance and Appeals Process

When an issuer falls below the quantitative standards, both exchanges initiate a formal notification and “Plan” process to allow the company to regain compliance.

The “Plan” Process for Financial Deficiencies

• Notice and Press Release: Within five business days of receiving a deficiency notice, the company must issue a press release (filed on Form 8-K) disclosing the receipt of the notice and the specific standard(s) it failed to meet.
• Submission of Plan: The company typically has 45 days (NYSE) or 30 days (NYSE American) to submit a compliance plan to the exchange. The plan must demonstrate how the company will regain compliance within 18 months (NYSE) or a maximum of 18 months (NYSE American).
• Monitoring: If the plan is accepted, the company is subject to quarterly monitoring. Failure to meet the milestones in the plan can result in immediate delisting.

Bid Price Grace Periods

• NYSE: Companies are provided a 6-month period to regain compliance with the $1.00 minimum bid price. Compliance is regained if the stock closes at $1.00 or higher on the last trading day of any calendar month during the period and has an average closing price of at least $1.00 over the 30 trading-day period ending on the last day of that month.
• NYSE American: Does not have a fixed 180-day grace period for price like Nasdaq; the exchange exercises broad discretion and may initiate delisting if the price is deemed “unacceptably low.”

Authority Through Technical Depth

Our expertise in advocating for issuers before the NYSE and NYSE American is grounded in years of experience managing the “Plan” process and defending companies at Hearings. We invite executive leadership to explore our extensive library of insights at our corporate website and our specialized blog site, www.securitieslawblog.com, for detailed analysis of the delisting process and technical strategies for curing stockholders’ equity deficiencies.

Schedule an Executive Strategy Consultation

Maintaining a listing on a premier exchange requires an authoritative partner who understands the nuances of exchange-level policy. Anthony, Linder & Cacomanolis invites you to engage in a high-level strategy consultation to evaluate your current listing status and discuss strategies for long-term compliance.

Schedule an executive strategy consultation with our senior partners to discuss your NYSE listing needs by calling 877-541-3263 or visiting our contact page.