Update: Nasdaq’s Proposed $5 Million MVLS Rule and NYSE American’s Proposed Listing Standard: A Structural Shift for Small-Cap Issuers

As a follow up to our prior article dated Feb. 27th, on Mar. 11th, the Securities and Exchange Commission issued a release extending the period to approve, disapprove, or institute proceedings to determine whether to disapprove the proposed new continued listing standard requiring issuers with a class of securities listed on the Nasdaq Global and Capital Markets tiers to maintain at least $5 million in Market Value of Listed Securities (MVLS) (the “Proposed Nasdaq Rule”) from March 16, 2026 to April 2026.

Although the Commission’s prior release set Feb. 19th, as the deadline for comments, additional comments on the Proposed Nasdaq Rule have since been submitted and can be found here.

Similarly, on Mar. 20th, the Commission issued a release extending the period to take action on the NYSE American proposed amendments to its initial listing standards that would increase the required market value of publicly held shares to approximately $15–$20 million (depending on the applicable listing pathway) and impose a $4 minimum share price at the time of listing.  The period for Commission action was extended from March 21, 2026 to May 5, 2026.

Lastly, on Mar. 6th, NYSE American filed a third amendment to its proposed rule change amending its continued listing standards which removes the previously proposed requirement to maintain a minimum $5 million global market capitalization measured over a 30-trading-day period without explanation (the “Amended NYSE American Proposal”). The amendment retains the proposed addition that NYSE American can immediately suspend trading and commence delisting proceedings if any security’s closing price on any trading day falls below $0.25 (the “Minimum Trading Price”). Issuers will not be entitled to submit a plan to regain compliance, however, all issuers will retain the right to appeal a delisting decision. In addition, NYSE American may suspend trading in a security that “has experienced a precipitous decline” and is not likely to recover even if not trading below the Minimum Trading Price.

On March 17, 2026, in light of the Amended NYSE American Proposal, the Commission issued a release instituting proceedings to determine whether the Amended NYSE American Proposal should be approved or disapproved, and outlined its grounds for disapproval. The Commission has requested public comments regarding the same, due April 10, 2026, with any rebuttals due April 24, 2026.

Taken together, these developments reinforce the broader shift toward shorter timelines and reduced flexibility for issuers that fall below minimum market value and price thresholds. We continue to monitor the Commission’s approval process closely and expect further clarity on timing in the coming weeks. In the interim, issuers operating near the relevant proposed thresholds should consider strategies to reduce the risk of sudden suspension.

Contact Clark Hill

If this development is of interest to your business or if you have questions regarding the content of this alert, please contact any member of Clark Hill’s Capital Markets and Securities group for additional details and strategic guidance.

Jeny Zarmon (jzarmon@clarkhill.com; 609.785.2918)

Victoria Bantz (vbantz@clarkhill.com; 303.943.9279)

Jim Groth (jgroth@clarkhill.com; 312.701.6830)

Randy Katz (rkatz@clarkhill.com; 213.417.5310)

Sander Zagzebski (szagzebski@clarkhill.com; 213.417.5175)

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