Uplisting from OTC to Nasdaq.

By Priya Menon · 26 June 2026 · 8 min read

Uplisting is moving a company’s shares from the OTC Markets to a national securities exchange such as Nasdaq or NYSE American. The company applies to the exchange, shows it meets the exchange’s quantitative and governance standards, and, once approved, its stock trades on the exchange instead of over the counter.

What uplisting is

A public company’s shares can trade in two broad places. One is over the counter, through the OTC Markets tiers (OTCQX, OTCQB and the Pink market). The other is on a national securities exchange such as Nasdaq or NYSE American. Uplisting is the move from the former to the latter. It is not a new company, a new registration, or a fresh IPO. It is the same reporting company applying to have its already-public shares listed and traded on an exchange.

When the exchange approves the application and the listing goes effective, the stock stops being an over-the-counter quote. It starts trading on Nasdaq or NYSE American instead. That listing brings visibility, index eligibility, institutional access and generally deeper liquidity.

Why start on OTC and uplist later

Many companies deliberately become public on the OTC Markets first and uplist afterward. There is a sound logic to it. The OTC tiers have lower entry thresholds than the exchanges. So a company can become publicly quoted sooner, at lower cost, and with less scale than Nasdaq or NYSE American require at the outset.

That early public status is useful in itself. While it grows toward the exchange standards, a business can:

• build a reporting track record;
• establish a shareholder base and some trading history;
• raise capital where needed.

When the company is large enough and its stock robust enough to meet those standards, it uplists. This staged path — public early on OTC, exchange-listed once qualified — is one of the most common routes we see. It fits naturally with a reverse takeover that lands a company on the OTC Markets to begin with. It also lets management pick the moment to uplist rather than forcing scale before the business is ready.

The standards you have to clear

An exchange listing is a privilege granted against defined criteria. Uplisting means showing that the company meets them. The tests are both quantitative and qualitative. The precise numbers vary by exchange and by the listing tier or standard chosen, but the categories are consistent. Described qualitatively, they are:

Minimum bid price	The share price must be at or above a set floor. As published in the Nasdaq Initial Listing Guide, Nasdaq generally requires a US$4.00 minimum bid price to list (certain tiers permit a US$3.00 or US$2.00 alternative where other criteria are met), and US$1.00 to continue listing under the Continued Listing Guide. This is the standard that most often drives a reverse split before uplisting.
Public float & market value	A minimum number of publicly held (non-affiliate) shares and a minimum market value of that public float, so there is a genuine, tradable supply of stock in independent hands.
Shareholders / holders	A minimum number of round-lot or public holders, evidencing real distribution rather than a stock concentrated in a few hands.
Financial standards	One of several alternative tests — based on stockholders’ equity, income, market capitalisation, or assets and revenue — at least one of which the company must satisfy. Exchanges let issuers qualify under whichever standard fits their profile.
Corporate governance	Board independence, an audit committee and other committees, a code of conduct, independent director oversight and related requirements — the governance an exchange expects of a listed company.
Reporting & audit	Current SEC reporting (10-K, 10-Q, 8-K) and audited financial statements from a PCAOB-registered auditor. Being behind on reporting is a bar to listing.

A company that became public through a reverse merger has one further hurdle. In 2011 the SEC approved exchange rules imposing additional listing conditions on reverse merger companies, including a seasoning period of trading in the US over-the-counter market or on another regulated exchange after the merger, with all required reports filed, and a sustained minimum share price before the listing application. Exemptions can apply, for example where the listing accompanies a substantial firm-commitment underwritten offering. Whether the seasoning rules bite on a particular company is a question for US securities counsel.

The specific dollar thresholds, holder counts and float tests differ between Nasdaq’s tiers and NYSE American, and they change over time. The figures above are general reference points, not a checklist for any particular company; the applicable standard is confirmed with qualified US securities counsel.

The reverse split for the bid price

The requirement that trips up more uplistings than any other is the minimum bid price. Many OTC-quoted stocks trade well below US$4.00, sometimes at a few cents. No amount of float or equity fixes a price that is simply too low to qualify.

The standard tool is a reverse stock split. The company reduces its share count by a set ratio, say one-for-ten. This proportionately raises the per-share price. It does not change anyone’s percentage ownership or the company’s total value. A stock at US$0.40 becomes, in principle, US$4.00 after a one-for-ten split.

A reverse split is usually authorised by the board under existing shareholder approval. It is then effected with the transfer agent and FINRA before the listing application — a reverse split is a company-related action that must be notified to FINRA under FINRA Rule 6490, which sets the documentation and timing the issuer has to meet. The post-split price should sustain the bid-price standard, not just touch it briefly. It is a routine, legitimate step. But it should be done deliberately as part of an uplisting plan, not reactively, and its sizing is a matter for the company with its advisers.

The application and the process

Uplisting is an application made directly to the exchange. In outline, the company first confirms which listing standard it will qualify under. It then puts the necessary pieces in place:

• the bid price (via a reverse split if needed);
• the float and holder distribution;
• the governance structure, including independent directors and committees;
• current reporting.

With those in place, the company files a listing application with supporting documentation. The exchange reviews the application and may raise questions or request changes. Once satisfied that the standards are met, it approves the company for listing. The stock then begins trading on Nasdaq or NYSE American under its ticker.

Because an uplisting company is already an SEC reporting company, this is a listing exercise rather than a fresh registration of the company. Any concurrent capital raise, though, has its own securities-law steps, handled with counsel and a broker-dealer.

Timing

There is no fixed clock on an uplisting. Most of the elapsed time is preparation rather than exchange review. A company that already meets the float, holder and financial standards can move relatively quickly. That assumes it also has clean current reporting and the right governance in place, and needs only to complete its application.

Other companies have to build toward the standards first. That work can include:

• growing the float;
• distributing shares to more holders;
• appointing independent directors and forming committees;
• carrying out a reverse split.

Such a company should plan on the time those steps take, plus the exchange’s review. In practice the honest answer to “how long?” is “as long as it takes to genuinely meet the standards, then the review period on top.” We plan uplistings against readiness rather than a promised date.

As with every step described here, the applicable standards and the structure of any related financing are confirmed with qualified US securities counsel. Our role is to plan the path and coordinate the specialists. For the venues themselves, see our listing venues overview.