Compliance

Nasdaq Compliance Checklist: 12 Rules Every Micro-Cap CFO Must Track

June 2026·8 min read·By the AxonIR Team

For micro-cap and SPAC-originated companies, a Nasdaq listing is both an asset and an obligation. Falling out of compliance can trigger a deficiency notice, a cure period clock, and ultimately delisting. This checklist covers the 12 compliance areas every CFO and general counsel should track — and how AxonIR's Compliance Radar automates the monitoring.

A single late filing (NT form) signals distress to institutional screeners and can cost 10 points on your AIRE compliance score. Most compliance failures are calendar failures — they're preventable with tracking.

The 12-Point Checklist

1Minimum Bid Price Rule 5810

Maintain a $1.00 minimum closing bid price. Falling below for 30 consecutive business days triggers a deficiency notice and a 180-day cure period. Regain compliance with a $1.00+ close for 10 consecutive business days.

2Periodic Reporting Rule 5250(c)

File all required periodic reports (10-K, 10-Q) with the SEC on time. Late filings trigger a separate deficiency process. Never file an NT (notification of late filing) without a remediation plan.

3Annual Shareholder Meeting Rule 5620

Hold an annual meeting of shareholders within one year of your fiscal year end and solicit proxies for it. Missing this is a common, avoidable deficiency.

4Stockholders' Equity Rule 5550(b)

Maintain minimum stockholders' equity (typically $2.5M for the Capital Market tier) or meet an alternative standard (market value or net income).

5Minimum Public Float Rule 5550(a)

Maintain the required number of publicly held shares and round-lot holders. De-SPAC companies with high redemptions are especially at risk here.

6Audit Committee Rule 5605

Maintain an audit committee of at least three independent directors. A vacancy creates a deficiency with a defined cure period through the next annual meeting.

7Majority Independent Board Rule 5605(b)

Maintain a majority of independent directors. Track director independence continuously, especially after resignations.

8Going Concern Disclosure

Monitor financial statement language. A going concern qualification in your audit opinion is a serious signal that institutional algorithms flag immediately.

9Timely 8-K Filings SEC

File 8-Ks for material events within 4 business days. Beyond compliance, consistent 8-K cadence is the single biggest driver of algorithmic visibility.

10Regulation FD

Ensure material information is disclosed broadly, not selectively. Every investor communication should be reviewed for Reg FD compliance.

11Proxy Statement (DEF 14A)

File your annual proxy statement on time. Beyond the annual meeting requirement, it's a governance signal that improves your AIRE IR Gap score.

12Cure Period & Hearings Panel Tracking

If you receive any deficiency notice, track the exact cure deadline. If you can't cure in time, request a Hearings Panel before the deadline to present a compliance plan and request an extension.

How AxonIR Automates This

AxonIR's Compliance Radar monitors the publicly disclosed compliance status of your ticker — deficiency notices, filing deadlines, and cure period timelines — and surfaces them in your dashboard with automated alerts at 30, 14, and 7 days before each deadline. For companies in active proceedings, the Hearings Panel Evidence Kit compiles your AIRE score history and IR improvement evidence into a submission-ready packet.

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This article is informational and does not constitute legal advice. Always consult qualified securities counsel regarding Nasdaq listing rules and SEC compliance. Rule numbers and cure periods reflect general Nasdaq Listing Rules and are subject to change — verify against current Nasdaq rules. See our Disclaimer.