Nasdaq Uplisting Communications: What to Say and When

Nasdaq uplisting communications are the announcements and investor messages a company issues while moving from an over-the-counter market to Nasdaq. They should follow filings and exchange approval, not precede them. Nasdaq Rule 5500 sets the Capital Market entry tests, including a $4 bid price test and 300 round lot holders, so every public statement should match what the company can actually prove.

Last updated: November 6, 2026. Virgo PR publishes this guide for general information. It is not legal advice, and a company should confirm current Nasdaq rules with securities counsel.

What does Nasdaq require before an OTC company can uplist?

Nasdaq Rule 5500 sets the initial listing requirements for the Nasdaq Capital Market, and its liquidity tests decide what a company can truthfully say about its shareholder base. The rule requires at least 300 round lot holders, and at least 50 percent of those holders must each hold unrestricted securities with a market value of at least $2,500, with a stated exception for certain companies. The primary bid price test is $4 per share, and the rule offers alternatives under other standards.

RequirementWhat it measuresSource

Minimum bid price$4 per share under the primary testNasdaq Rule 5500(a)(1) Round lot holdersAt least 300 holders of 100 or more unrestricted sharesNasdaq Rule 5500(a)(3); Bloomberg Law summary Holder valueAt least 50 percent of required round lot holders each hold unrestricted securities worth $2,500 or moreNasdaq Rule 5500(a)(3) Publicly held sharesAt least 1,000,000 unrestricted sharesHamilton & Associates Law Group Market makersAt least three registered and active market makersHamilton & Associates Law Group

Hamilton & Associates Law Group, a securities law firm, warned in a July 27, 2026 article on uplisting and market manipulation that issuers create serious securities-law risk when they try to manufacture a stock price, a public float or a shareholder count. A communications plan should therefore describe the shareholder base as it is, never as the company wishes it to be.

What should each uplisting announcement say?

Each uplisting announcement should state only what has already happened, not what the company hopes the listing will do. The table below is an editorial plan, not a regulatory requirement.

StageWhat to announceWhat to leave out

Application filedUsually nothing public, unless securities counsel advises a disclosureTarget listing dates Nasdaq approvalThe approval, ticker symbol, market tier and first trading datePrice targets and liquidity forecasts First trading dayA short release tied to the company's business resultsAny suggestion that Nasdaq endorses the company First 30 daysA shareholder letter with filed results and the next reporting dateForward-looking statements without the standard cautionary language

Forward-looking statements need particular care after a listing, because new investors read every projection. Virgo PR's guide to the forward-looking statements safe harbor explains the oral and written warnings public companies use.

How should a reverse stock split be explained?

A reverse stock split should be explained as a capital structure step, with its ratio, effective date and reason stated plainly. Bloomberg Law reported in its analysis of Nasdaq's liquidity rule changes that, in the past, many issuers conducted a reverse split before uplisting to meet the minimum bid price requirement. Reporters and investors will connect the two events, so the release should say whether the split is tied to the uplisting.

The release should not suggest that the split itself raises the value of the company. A split changes the number of shares and the price per share, and the company's results are what the market will judge afterward.

What does a 60-day uplisting communications timeline look like?

A 60-day uplisting timeline starts with fact checking and ends with the first shareholder letter. This sequence is an editorial suggestion, and each step needs counsel's approval before anything is published.

• Days 1 to 15: count round lot holders, unrestricted shares and market makers using transfer agent and broker records, and have counsel review the results.

• Days 16 to 30: draft the approval release, the first-trading-day release and a short frequently asked questions page for the investor relations site.

• Approval day: issue the release only after Nasdaq's written approval, and confirm with counsel whether a current report is required.

• First trading day: publish the release, update the investor relations site and brief the transfer agent and brokers.

• Days 1 to 30 after listing: send a shareholder letter and set the date of the first earnings call.

How should investor relations change after the listing?

Investor relations changes after an uplisting because the audience widens from retail holders to institutions, market makers and analysts who expect regular, consistent disclosure. A company can prepare by following the SEC web guidance described in Virgo PR's guide to investor relations website rules, keeping a fixed earnings calendar and planning conference outreach. Smaller companies can start with the guide to smaller reporting company investor relations.

Consistency across filings and releases also matters for machine readers. Virgo PR's research library on how AI assistants describe public companies covers how ChatGPT, Claude, Gemini and Perplexity read SEC filings. Companies that need help planning the listing announcements can review Virgo PR's investor relations services. The first announcement should wait for Nasdaq's written approval.

Frequently asked questions

What is a Nasdaq uplisting?

A Nasdaq uplisting is a move of a company's already-traded shares from an over-the-counter market to the Nasdaq exchange. The company must meet Nasdaq's initial listing requirements first.

Is an uplisting the same as an IPO?

No. An uplisting moves existing shares to an exchange, while an IPO sells new shares to the public. A company that pairs an uplisting with an offering faces extra limits on what it can say, which Virgo PR covers in its guide to IPO quiet period rules.

What is a round lot holder?

A round lot holder is a shareholder who owns at least 100 shares, according to Bloomberg Law's summary of Nasdaq's rules. Nasdaq counts only holders of unrestricted securities toward its round lot holder requirement.

Who should approve an uplisting announcement?

Securities counsel and the company's investor relations lead should approve every announcement before release. Counsel decides whether a filing accompanies the release.

Sources and review notes

Requirements come from Nasdaq Rule 5500 (Nasdaq Listing Center), the Bloomberg Law analysis of Nasdaq's liquidity rule changes, and the Hamilton & Associates Law Group summaries of the Capital Market tests. Nasdaq changes its rules from time to time, so confirm current thresholds before acting.