The regulatory environment for small-cap and micro-cap issuers listed on national securities exchanges has been undergoing significant adjustments in the past couple of years. Like Nasdaq, recent changes to the NYSE American Company Guide (the “Company Guide”), as well as current proposals still on the table, have signaled a decisive shift toward upticking the size and quality of newly listed companies and allowing for the quick removal of thinly capitalized and low-priced issuers. Last week, I published a recap of the recent Nasdaq rule changes and proposals. This blog will summarize the recent NYSE American changes and proposals.
Many of the below changes relate to NYSE American’s initial listing standards. For a review of pre-rule change listing standards, see HERE.
Amended NYSE Listed Company Manual Section 101 – Market Value of Publicly Held Shares Can Only be Satisfied on the Basis of Unrestricted Publicly Held Shares
In April 2026, the NYSE American amended NYSE Listed Company Manual Section 101 modifying the listing requirements, such that a company can only satisfy the market value of publicly held shares requirements based on unrestricted publicly held shares. To accomplish this the Exchange added new definitions for “Restricted Securities,” “Publicly-Held Shares,” “Unrestricted Securities” and “Unrestricted Publicly-Held Shares.” For purposes of Section 101, the Exchange defines “Restricted Securities” as any securities subject to resale restrictions for any reason, including, but not limited to, restricted securities (1) acquired directly or indirectly from the issuer or an affiliate of the issuer in unregistered offerings such as private placements or Regulation D offerings; (2) acquired through an employee stock benefit plan or as compensation for professional services; (3) acquired in reliance on Regulation S, which cannot be resold within the United States;] (4) subject to a lockup agreement or a similar contractual restriction; or (5) considered “restricted securities” under Rule 144. The Exchange defines “Publicly-Held Shares” as shares not held directly or indirectly by an officer, director, or any person who is the beneficial owner of more than 10 percent of the total shares outstanding. Determinations of beneficial ownership in calculating publicly-held shares shall be made in accordance with Rule 13d-3 under the Exchange Act. The Exchange defines “Unrestricted Securities” as securities that are not Restricted Securities. And the Exchange defines “Unrestricted Publicly-Held Shares” as Publicly-Held Shares that are Unrestricted Securities.
Amended NYSE Listed Company Manual Section 101 – Market Value of Unrestricted Publicly Held Shares Can Only be Satisfied with New Offering Proceeds
In April 2026, the NYSE American amended NYSE Listed Company Manual Section 101 modifying the listing requirements, such that a company listing in connection with an IPO, including a foreign private issuer registering ADRs, must satisfy the market value of unrestricted publicly held shares requirement ($15,000,000, $15,000,000, $15,000,000 or $20,000,000 depending on the Initial Listing Standard applied under) for an initial listing solely with the proceeds of the offering. Previously issued shares registered for resale can no longer be counted as unrestricted publicly held shares in this calculation.
Amended NYSE Listed Company Manual Section 101 – Market Value of Publicly Held Shares Must be $15,000,000
In April 2026, the NYSE American amended NYSE Listed Company Manual Section 101 modifying the listing requirements, such that an applicant company applying under Initial Listing Standard 1 must have a market value of unrestricted publicly held shares in the amount of $15,000,000 (based on new offering proceeds as indicated above), raised from $3,000,000. Initial Listing Standard 2, Initial Listing Standard 3, and Initial Listing Standard 4 require an issuer to have a market value of shares publicly held of $15,000,000, $15,000,000, and $20,000,000, respectively.
Amended NYSE Listed Company Manual Section 102 – Publicly-Held Shares Must Remain Above 200,000
In April 2026, the NYSE American amended NYSE Listed Company Manual Section 102 to provide that a listed company will be subject to delisting proceeding if the number of Publicly-Held Shares is less than 200,000. Publicly-Held Shares is defined as shares not held directly or indirectly by an officer, director, or any person who is the beneficial owner of more than 10 percent of the total shares outstanding.
Amended NYSE Listed Company Manual Section 1003 – Total Number of holders of Publicly Held Shares Must Remain Above 300
In April 2026, the NYSE American amended NYSE Listed Company Manual Section 1003 to provide for delisting if the total number of holders of Publicly-Held Shares is less than 300. Previously a company only had to maintain total public shareholders above 300. The new standard excludes officers, directors, or any person who is the beneficial owner of more than 10 percent of the total shares outstanding.
Amended NYSE Listed Company Manual Section 1003 – Aggregate Market Value of Publicly Held Shares Much Remain Above $1,000,000
In April 2026, the NYSE American amended NYSE Listed Company Manual Section 1003 to provide for delisting if the aggregate market value of Publicly Held Shares is less than $1,000,000 for more than 90 consecutive days. Previously the $1,000,000 minimum was calculated using the total number of public shares not the new stricter definition of Publicly Held Shares.
Amended NYSE Listed Company Manual Section 102 – Increasing Minimum Initial Listing Market Price to $4.00
In April 2026, the NYSE American amended NYSE Listed Company Manual Section 102 such that companies seeking to list under any of the Initial Listing Standards will be required to have a stock price of $4.00 per share. Previously the standard was $3.00 for Initial Listing Standards 1, 2 and 3 and $2.00 for Initial Listing Standard 4.
Amended Total Market Capitalization and Stock Price Requirements in an Uplisting
In April 2026, the NYSE American amended Initial Listing Standard 3 and Initial Listing Standard 4 to provide that current publicly-traded companies listing via an uplisting from OTC Markets or transfer from another exchange must have a total market capitalization of: (i) $50,000,000 for Initial Listing Standard 3; and (ii) for Initial Listing Standard 4 either (x) $75,000,000 in total market capitalization or (y) total assets and total revenue of $75,000,000 each in its last fiscal year, or in two of its last three fiscal years. The applicable requirements must be satisfied for 90 consecutive trading days prior to applying for listing and must also meet the proposed $4 stock price requirement over that same period.
Amendment to Initial Listing Standard 2 to Increase Stockholder’s Equity to $5,000,000
In April 2026, the NYSE American increased the stockholder’s equity requirement under Listing Standard 2 to $5,000,000 (from $4,000,000).
Amended NYSE Listed Company Manual Rule 802.01C – Accelerating De-Listing Where a Reverse Split Results in Other Non-Compliance
In January 2025, the NYSE American amended NYSE Listed Company Manual Rule 802.01C to allow for an accelerated delisting process where a listed company uses a reverse split to regain compliance with the bid price requirement for continued listing, but that as a result of the reverse split, the company falls below other listing standards, such as the minimum number of round lot holders, or minimum number of shares in the publicly held float.
For a detailed review of the final rule, see HERE.
Amended NYSE Listed Company Manual Rule 802.01C – Accelerating De-Listing For Non-Compliance Following Reverse Stock Splits
In January 2025, the NYSE American amended NYSE Listed Company Manual Rule 802.01C to allow for an accelerated delisting process where a listed company falls into non-compliance with the bid price requirements and as (i) effected a reverse stock split over the prior one-year period; or (ii) has effected one or more reverse stock splits over the prior two year period with a cumulative ratio of 200:1 or more. In such case the company the company shall not be eligible for any compliance period and will face immediate suspension and delisting.
For a detailed review of the final rule, see HERE.
Amended NYSE Listed Company Manual Rule 802.01 – Allowing for De-Listing of Companies that Change Their Primary Business
In July 2024, the NYSE American amended NYSE Listed Company Manual Rule 802.01 to allow for the delisting of a company that changes its primary business. The amendment provides that the NYSE may, at its discretion, subject a listed company to immediate suspension and delisting if that listed company has changed its primary business focus to a new area of business that it was not engaged in at the time of its original listing or which was immaterial to its operations at the time of its original listing.
Under the new rule, any company that undertakes a change in its primary business focus must promptly provide notice of such change in writing to the NYSE. The NYSE will then conduct a continued listing analysis and potentially take delisting action. The continued listing analysis will focus on whether the NYSE would have accepted the listed company for initial listing if it had been engaged in its modified business at the time of original listing. Moreover, the analysis will concentrate on the qualitative listing suitability more than the quantitative standards. The NYSE will take into consideration other factors such as any changes in the management, board of directors, voting power, ownership, and financial structure of the company. For a review of the amended rule, see HERE.
Proposed Amendment to Sections 1003 and 1009 – Automatic Delisting for Companies With Less than a $5 Million Market Capitalization
The NYSE American has proposed to amend Section 1003 and 1009 of the NYSE American Company Guide require companies listed on the NYSE American to maintain a market capitalization of at least $5 million. Under the proposed rules, a company that falls below an average market capitalization of $5 million for 30 consecutive business days would be subject to an immediate trading suspension and commencement of delisting proceedings.
For a review of amendment 3 to the proposed rule change, see HERE. I note that Exchange is currently floating
Proposed Amendment to Sections 1003 and 1009 – Automatic Delisting for Companies With a Closing Price Below $0.25 on Any Trading Day
The NYSE American has proposed to amend Section 1003 and 1009 of the NYSE American Company Guide to specify that if a security’s close price per share is less than $0.25 (the “Minimum Trading Price”) on any trading day, the Exchange will immediately suspend trading and commence delisting proceedings. The Exchange proposes to specify in Section 1003(f)(v) that a security that closes below the Minimum Trading Price will not be entitled to submit a plan to regain compliance pursuant to Section 1009 of the Company Guide. The Exchange proposes to adopt the Minimum Trading Price requirement in Section 1003(f)(v) (and the related change in Section 1009) change effective October 1, 2026. For a review of the proposed rule change, see HERE.
The Author
Laura Anthony, Esq.
Founding Partner
Anthony, Linder & Cacomanolis
A Corporate and Securities Law Firm
Securities attorney Laura Anthony and her experienced legal team provide ongoing corporate counsel to small and mid-size private companies, public companies as well as private companies going public on the Nasdaq, NYSE American or over-the-counter market, such as the OTCQB and OTCQX. For more than two decades Anthony, Linder & Cacomanolis, PLLC has served clients providing fast, personalized, cutting-edge legal service. The firm’s reputation and relationships provide invaluable resources to clients including introductions to investment bankers, broker-dealers, institutional investors and other strategic alliances. The firm’s focus includes, but is not limited to, compliance with the Securities Act of 1933 offer sale and registration requirements, including private placement transactions under Regulation D and Regulation S and PIPE Transactions, securities token offerings and initial coin offerings, Regulation A/A+ offerings, as well as registration statements on Forms S-1, S-3, S-8 and merger registrations on Form S-4; compliance with the Securities Exchange Act of 1934, including registration on Form 10, reporting on Forms 10-Q, 10-K and 8-K, and 14C Information and 14A Proxy Statements; all forms of going public transactions; mergers and acquisitions including both reverse mergers and forward mergers; applications to and compliance with the corporate governance requirements of securities exchanges including Nasdaq and NYSE American; general corporate; and general contract and business transactions. Ms. Anthony and her firm represent both target and acquiring companies in merger and acquisition transactions, including the preparation of transaction documents such as merger agreements, share exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. The ALC legal team assists Pubcos in complying with the requirements of federal and state securities laws and SROs such as FINRA for 15c2-11 applications, corporate name changes, reverse and forward splits and changes of domicile. Ms. Anthony is also the author of SecuritiesLawBlog.com, the small-cap and middle market’s top source for industry news, and the producer and host of LawCast.com, Corporate Finance in Focus. In addition to many other major metropolitan areas, the firm currently represents clients in New York, Los Angeles, Miami, Boca Raton, West Palm Beach, Atlanta, Phoenix, Scottsdale, Charlotte, Cincinnati, Cleveland, Washington, D.C., Denver, Tampa, Detroit and Dallas.
Ms. Anthony is a member of various professional organizations including the Crowdfunding Professional Association (CfPA), Palm Beach County Bar Association, the Florida Bar Association, the American Bar Association and the ABA committees on Federal Securities Regulations and Private Equity and Venture Capital. She is a supporter of several community charities including the American Red Cross for Palm Beach and Martin Counties, Susan Komen Foundation, Opportunity, Inc., New Hope Charities, the Society of the Four Arts, the Norton Museum of Art, Palm Beach County Zoo Society, the Kravis Center for the Performing Arts and several others.
Ms. Anthony is an honors graduate from Florida State University College of Law and has been practicing law since 1993.
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