Client Alert: Nasdaq’s New $5 Million MVLS Rule Stayed Pending Full Commission Review

Update to our July 22 alert, “SEC Approves Nasdaq’s New $5 Million MVLS Requirement, Triggering Immediate Delisting Risk.”

Nasdaq's new $5 million Market Value of Listed Securities (MVLS) continued listing requirement is not currently in effect. On July 29, 2026, the SEC notified Nasdaq that notices of intention to petition for review had been filed regarding the Commission's July 22 approval order. Under Rule 431(e) of the SEC's Rules of Practice, the approval order is automatically stayed pending review by the full Commission.

The full Commission’s review will occur against a substantial and contested record: more than 40 comment letters, competing empirical analyses regarding the recovery prospects of companies that fall below the threshold, and objections to the absence of a cure period and the elimination of the stay of suspension pending Hearings Panel appeal. Commissioner-level review also introduces the possibility of a different result than staff-level action, particularly on the procedural safeguard issues that drew the most sustained opposition during the comment process.

Why the Stay Occurred

The July 22 approval order was issued by the SEC's Division of Trading and Markets under delegated authority. After parties filed notices of intention to seek review by the full Commission, the order was automatically stayed.

What This Means Right Now

While the stay remains in place, the new MVLS requirement, the 30-consecutive-business-day trigger, the immediate suspension provisions, and related amendments to Nasdaq Rules 5810 and 5815 are not operative. Nasdaq-listed companies remain subject to all existing continued listing standards, including applicable MVLS, bid-price, and other quantitative and qualitative requirements.

What Comes Next

The matter will now be reviewed by the full Commission, which may affirm, modify, set aside or remand the approval order. There is no fixed timetable for the review process. If the Commission ultimately affirms the rule, the new MVLS requirement could become effective at that time. If the Commission sets the approval aside, the rule would not take effect absent further proceedings.

Practical Considerations for Issuers

Companies trading near the $5 million MVLS threshold should view the stay as temporary relief, not a permanent resolution. Issuers should continue monitoring their MVLS, evaluating financing and capital structure alternatives, and ensuring that any public disclosures accurately reflect the current status of the rule and the uncertainty surrounding its ultimate outcome.

How Glaser Weil Can Help

Glaser Weil’s Capital Markets practice regularly advises Nasdaq-listed companies on continued listing compliance, deficiency responses, Hearings Panel proceedings and the capital markets transactions, including public offerings, PIPEs, registered direct offerings, at-the market offerings, equity lines of credit, and other financings that issuers frequently use to address listing challenges. Companies with questions about their exposure under the new rule or planning considerations should contact the author or their regular Glaser Weil attorney.

This alert is provided for general informational purposes only and does not constitute legal advice. Receipt of this alert does not create an attorney-client relationship.