OTCQB to Nasdaq: what does a holdco need to uplist?

What is the gap between the OTCQB and the Nasdaq Capital Market?

As of October 2026, here are the numbers side by side.

• Price. OTCQB Rules version 6.1 (September 17, 2026) require a $0.05 minimum bid for 30 consecutive calendar days. Nasdaq Rule 5505 requires a $4 bid. Until about October 30, 2026 the rule also allows a $3 or $2 closing price for companies with extra asset or revenue tests. Filing SR-NASDAQ-2026-082 is set to remove those alternatives when it becomes operative, and the SEC can temporarily suspend it within 60 days of the September 30, 2026 filing.
• Holders. OTCQB: 50 beneficial holders with 100 or more shares. Nasdaq: 300 round lot holders, and at least half must hold unrestricted securities worth $2,500 or more.
• Float. OTCQB: 10% of the class. Nasdaq: 1,000,000 unrestricted publicly held shares, worth at least $15 million under each financial standard.
• Market makers. Nasdaq requires three registered and active ones.
• Financials. Both need audited statements. Nasdaq requires a PCAOB-registered auditor (Rule 5210(b)) and one of the equity, market value or net income standards. The OTCQB Rules I read contain no market capitalization test and no shell company provision.

The standards themselves are in Nasdaq's 2026 listing requirements for a small company. This article covers what is new for an OTC-quoted holdco.

Does OTC trading history help?

It is a test, not a credit. Under Rule 5505(a)(5), a security that trades over the counter when the application is filed must average at least 2,000 shares a day over the prior 30 trading days, with trades on more than half of those days. An exception exists for a listing tied to a qualifying firm commitment underwritten offering. The rulebook text ($5 million) and Nasdaq's January 2026 Initial Listing Guide ($15 million for the Capital Market) give different dollar sizes for that offering, so ask Nasdaq staff before you rely on it.

A thinly traded holdco can fail this test even when it meets every other number.

Why does a holdco struggle with the float?

Nasdaq counts only Unrestricted Publicly Held Shares. Publicly held shares exclude those held by officers, directors and holders of more than 10%. Unrestricted securities exclude shares from private placements, shares under a lockup and Rule 144 restricted securities. A holdco that paid sellers in stock may hold a large block that counts for nothing. See how lockups and Rule 144 affect sellers who take holdco stock.

What does the math look like?

Assumptions, all hypothetical: a holdco has 40,000,000 shares at $1.20 on the OTCQB, a market value of $48 million. It does a 1-for-5 reverse split and the price holds at $6.00.

• Shares after the split: 40,000,000 / 5 = 8,000,000. Price: $1.20 x 5 = $6.00. Market value: 8,000,000 x $6.00 = $48 million, unchanged.
• Officers, directors and 10% holders hold 5,000,000 shares. Publicly held shares: 8,000,000 - 5,000,000 = 3,000,000.
• Sellers hold 1,000,000 of those under lockup. Unrestricted publicly held shares: 3,000,000 - 1,000,000 = 2,000,000.
• Value of that float: 2,000,000 x $6.00 = $12 million. The shortfall to $15 million is $3 million.
• Shares to sell: $3,000,000 / $6.00 = 500,000. Check: 2,500,000 x $6.00 = $15 million.

The 1,000,000-share minimum is met in either case. Dollar value is the binding test. Note that Nasdaq's March 2025 amendment says an IPO company must meet the float test with offering proceeds. I could not confirm whether Nasdaq treats an OTC company listing with an offering as an IPO for that rule, so ask staff how the $15 million will be counted.

What other steps does the uplist involve?

• Section 12(b) registration. Rule 5210(a) requires registration under Section 12(b). Form 8-A is the form for that. When the class is not being registered under the Securities Act at the same time, it becomes effective on the later of the exchange's certification reaching the SEC and the filing.
• Good standing. Rule 5210(e) blocks approval of a company that is delinquent in its filings.
• Governance. Nasdaq requires a majority independent board, a three-member independent audit committee, a two-member independent compensation committee and independent nominations. Under Rule 5615(b)(3)(B), a company registered under Section 12(g) just before listing gets 12 months for the majority independent board and a phase-in for the committees, but the audit committee must have at least one member who meets the requirements by the listing date, unless a Rule 10A-3 exemption applies.
• Review time. Nasdaq's guide says four to six weeks is typical, though its own week-by-week schedule runs to about eight.

What does it cost?

Rule 5920, as amended December 2, 2025 and operative January 1, 2026, sets a $5,000 application fee that is credited to the entry fee, an entry fee of $50,000 for up to 15 million shares ($75,000 above that), and an annual fee of $56,000 for up to 10 million shares. The entry-fee exemption is written for securities moving from another national exchange, and an OTC company is not that. For all the costs, see what it costs to take a holding company public and keep it public.

Where these numbers come from: OTCQB terms are from the OTCQB Rules (version 6.1, September 17, 2026). Nasdaq terms are from the 5500 Series, 5000 Series, 5200 Series, 5600 Series and 5900 Series, with the Initial Listing Guide (January 2026). The price rule change is in SEC Release 34-106614 and the IPO float amendment in Release 34-102622. Form 8-A is from the SEC form. The share counts and prices are hypothetical.

Related questions

Can I list on Nasdaq without being on the OTCQB first?

Yes, through an IPO or a direct listing. The OTC trading test applies only if your stock trades over the counter when you apply.

Does Nasdaq have a revenue minimum?

Not as a stand-alone test. The standards use stockholders' equity, market value of listed securities or net income, and each carries the $15 million float.

Will the $4 rule change affect my application?

The filing says the 30-day delay lets companies that have taken substantial steps list under current rules. Confirm your position with Nasdaq staff.

What comes next

If you are comparing who sells shares at a listing, read sell-down IPO vs capital-raising IPO.

Related articles

• What are Nasdaq's 2026 listing requirements for a small company?
• How long does a reverse merger take to reach Nasdaq (seasoning rules)?
• Can you use stock in a holdco that trades on OTC?
• Can a holding company with $1 million to $5 million in revenue go public?
• Should a holding company go public, and at what size?

Meraki Dealmakers is a service of Meraki Partners, LLC, an advisory firm. It is not a broker-dealer, investment adviser, business broker, law firm or accounting firm. This article is general information, not legal, tax or investment advice.