FAQ

Q: Why has the BX Venture Market been developed?

We believe that smaller companies deserve the same opportunities that bigger companies have. From that need to service smaller companies, as well as companies that do not meet the quantitative listing requirements of another national securities exchange, The BX Venture Market was born. While the BX Venture Market will have minimal quantitative listing standards, companies must comply with many of the qualitative requirements for listing on other securities exchanges. The willingness of these companies to meet these qualitative requirements will help them demonstrate their commitment to their investors/owners and help distinguish them from other companies.

Q: When will the BX Venture Market launch?

A:	Development for the BX Venture Market is on hold. Please check back for updates on the timing of the launch.

Q: When will the BX Venture Market begin accepting applications?

Companies interested in applying to list on the BX Venture Market will be able to submit applications via our Online Listing Center prior to the launch date. Please check back for updates. You can also email info@bxventure.com for additional information and we will alert you when we begin to accept applications.

Q: How does the BX Venture Market compare to the NASDAQ Stock Market?

The BX Venture Market listing venue comparison

NASDAQ

Registered under Section 12b of the Exchange Act

Yes

Disclosure of Materials compliant with Reg FD

Yes

Current in Annual and Quarterly Filings with the SEC

Yes

Comply with the Voting Rights Rule

Yes

National Securities Exchange

Yes

Direct Registration Program

Yes

Fully Independent Audit Committee

Yes

Code of Conduct

Yes

Annual Shareholders Meeting

Yes

Sarbanes Oxley and Dodd-Frank Compliant

Yes

Public Interest Review

Yes

Shareholder Approval for use of Equity Compensation

Yes

National Market System Securities

Yes

No*

Due to BX Venture Market’s lower financial listing standards, securities listed on the BX Venture Market will not be classified as National Market System (“NMS”) securities. This means that, the unlike the NMS securities listed on NASDAQ, securities listed on the BX Venture Market will not be subject to trade-through rules. These rules mandate that when a security is traded in more than one venue, transactions may not occur in one market if a better price is offered on another market. BX Venture Market listed securities are eligible to be traded on the over-the-counter markets. Trades completed in BX Venture Market securities will not be reported to the NMS consolidated tape plans.

Shareholder Approval for Share Issuance

Yes

No*

Companies listed on the BX Venture Market are required to obtain shareholder approval for equity compensation. However, they are not required to obtain shareholder approval for other issuances of common stock. This differs from the rules applicable to companies listed on NASDAQ, which are also required to seek shareholder approval for any stock issuance of 20% or more at a price less than the greater of book or market value, any stock issuance that could result in a change of control, and certain stock issuances in connection with acquisitions.

Subject to Trade-Through Rules

Yes

No*

Majority Independent Board

Yes

No*

*	Companies listed on the BX Venture Market will need to have a fully independent audit committee with at least three members. Unlike companies listed on NASDAQ, however, they will not be required to have a majority of independent directors on their boards.

"Blue-Sky" Exemptions

Yes

No*

Securities listed on the BX Venture Market are not exempt from state “blue sky” rules relating to the registration of securities under Section 18 of the Securities Act of 1933 and the rules there under. Companies listed on the BX Venture Market must therefore satisfy state law registration requirements and other state laws that regulate the sale and offering of securities. Furthermore, a company listed on the BX Venture Market may not rely on any exemption available to companies listed on the former Boston Stock Exchange and will be delisted if they attempt to rely on such an exemption. Securities listed on NASDAQ, in contrast, enjoy an exemption from the “blue sky” rules.

Q: What are the listing requirements for the BX Venture Market?

Companies that list on the BX Venture Market will likely be smaller companies that nonetheless need to meet significant qualitative listing requirements. Among these, requirements will be:

3 independent directors
A fully independent audit committee
Independent director oversight of executive compensation
Review of related party transactions by independent directors
Shareholder approval of equity compensation
Annual shareholder meetings
A code of conduct applicable to all directors, officers and employees

In addition, companies will be required to meet quantitative requirements, designed to assure sufficient liquidity. For those requirements, please click here.

Q: What are the advantages of listing on the BX Venture Market?

The BX Venture Market will provide smaller companies with a regulated and transparent listing venue. Companies that were previously listed on other national securities exchanges will be able to maintain an exchange listing, potentially allowing institutional shareholders to continue holding their shares. Companies moving from the over-the-counter market to the BX Venture Market will demonstrate a greater commitment to their investors/owners, distinguish themselves from other companies, and will benefit from trading in a highly visible environment.

Q: Will companies listed on the BX Venture Market be Form S-3 eligible?

Since the BX Venture Market is a national securities exchange, companies will be eligible to register primary offerings through Form S-3 provided they meet the other necessary requirements.

Please refer to the SEC’s website for complete eligibility requirements.
http://www.sec.gov/info/smallbus/secg/s3f3-secg.htm

Q: How does the BX Venture Market compare to Pink Sheets and the Bulletin Board?

In order for securities to be listed on the BX Venture Market, they will have to meet the BX Venture Market-listing standards, including significant corporate governance requirements. Securities quoted on the Pink Sheets do not have to meet any listing requirements and securities quoted on the Bulletin Board need only be current with their periodic reports to the SEC or other regulator.

Q: How will the BX Venture Market be regulated?

A:	Listing requirements will be monitored and enforced by the staff of NASDAQ OMX Listing Qualifications. FINRA will provide surveillance of market activity in BX Venture Market-listed securities.

Q: Will the listing market affect current trading of U.S. equities (NASDAQ-listed, NYSE-listed, etc. stocks) on the NASDAQ OMX BX^SM (BX^SM) trading platform?

A:	No, the launch of the BX Venture Market will not affect the way participants currently trade U.S. equities on the BX trading platform. Firms will continue to benefit from growing liquidity and competitive pricing on BX.

Q: Where can I see the complete listing rules for the BX Venture Market?

A:	The complete listing rules are available at http://nasdaqomxbx.cchwallstreet.com/NASDAQOMXBX/pdf/newlistingrules.pdf

The BX Venture Market is a separate listing venue from The NASDAQ Stock Market. Securities listed on the BX Venture Market are not listed on NASDAQ and are subject to lower listing standards than those imposed by NASDAQ and other national securities exchanges. Smaller companies with lower liquidity, such as those listed on the BX Venture Market, may create higher risks for investors.

FAQ