Direct NASDAQ and NYSE listings: go public without an IPO
A direct listing lets a company list its shares on a national exchange without an underwritten offering. No syndicate, no roadshow priced by intermediaries, no mandatory lock-up. Directly Listed prepares companies for direct listings on NASDAQ and the New York Stock Exchange, and manages the work from the first filing to the first trade.
The desk is led by Andy Altahawi, a former Senior Vice President of Investment Banking at Prudential Securities and an international attorney in practice since 1986. His advisory work spans hundreds of issuer engagements and billions of dollars raised across public offerings.
What is a direct listing?
In a direct listing, a company registers its shares with the SEC and lists them on an exchange, where they begin trading at a price set by market orders rather than by underwriters. Spotify used this route onto the NYSE in 2018. Coinbase followed on NASDAQ in 2021. The method is no longer reserved for household names: exchange rule changes approved since 2020 also allow companies to raise new capital in a primary direct listing, subject to exchange and SEC conditions. For a deeper walkthrough, read our complete guide to direct listings.
The appeal is straightforward. Existing shareholders can sell from day one. The company avoids underwriting discounts that typically run about seven percent of an offering. And the opening price reflects actual demand, not an allocation decided the night before.
A direct listing is still a full exchange listing. Your company must meet the same NASDAQ or NYSE quantitative and governance standards as any IPO candidate, file a registration statement with the SEC, and operate as a reporting company afterward. That is where preparation decides the outcome.
Direct listing vs. traditional IPO
| Direct listing | Traditional IPO | |
|---|---|---|
| Underwriters | None required | Syndicate engaged |
| Underwriting discount | None | Typically ~7% of proceeds |
| Lock-up period | None required | Usually 180 days |
| Opening price | Set by market orders | Set by underwriters |
| New capital | Optional (primary direct listing) | Yes |
| Exchange standards | Full NASDAQ/NYSE standards apply | Full NASDAQ/NYSE standards apply |
| SEC registration | Required (S-1 or F-1) | Required (S-1 or F-1) |
Neither route is better in the abstract. An underwritten IPO suits a company that wants a guaranteed raise and institutional placement. A direct exchange listing suits a company with a clear equity story, existing shareholders who want liquidity, and no appetite for dilution on an underwriter's terms. We help you decide which fits before any money is spent.
How the direct listing process works
Our engagements run in three phases. Most companies complete the full path in four to nine months, driven mainly by audit readiness.
Phase one: prepare
We assess your financials, capitalization, and governance against exchange standards, then build the plan to close any gaps. This phase covers PCAOB-standard audits, board composition and committee independence, corporate cleanup, and the drafting of your S-1 or, for foreign issuers, F-1 registration statement.
Phase two: qualify
We manage the SEC review and comment process on the registration statement and the exchange application in parallel: NASDAQ or NYSE listing application, symbol reservation, and the exchange's qualification review. Our filings are prepared to SEC EDGAR standards, including Inline XBRL tagging.
Phase three: list
Once the registration statement is effective and the exchange approves the listing, your shares open for trading. We coordinate with the transfer agent, DTC, and market makers so the first day of trading is orderly, then stay on for post-listing compliance: 10-K, 10-Q, and 8-K reporting, Section 16 filings, and governance requirements under the exchange rules.
NASDAQ and NYSE listing requirements, in brief
Each exchange publishes quantitative standards a company must meet: stockholders' equity, market value of publicly held shares, share price, and round-lot shareholder counts, along with corporate governance rules on board independence and audit committees. NASDAQ offers three alternative standards for its Capital Market tier; NYSE and NYSE American have their own tests. Most private companies do not meet these standards on day one. Closing that gap is the core of the preparation phase.
For the specifics, see our guides to NASDAQ direct listing requirements and NYSE direct listing requirements, or ask us for a free qualification review of your current numbers.
More ways to raise: Reg A+, Reg D, and equity lines
A direct listing is one path among several, and it pairs well with others. Depending on your stage and goals, we also structure:
- Regulation A+ offerings, which allow a company to raise up to $75 million in a 12-month period from the general public, before or alongside an exchange listing.
- Regulation D private placements under Rule 506(b) and 506(c), with no dollar ceiling, for accredited investors.
- Regulation S offerings for capital raised outside the United States.
- Equity line facilities of up to $350 million, giving a listed company committed capital to draw after trading begins.
Many clients combine these: a Reg D or Reg A+ raise pre-listing, the direct listing itself, then an equity line for follow-on capital. The sequencing matters, and it is designed case by case.
Who leads the work
Andy Altahawi has spent his career on both sides of a listing: the banking side and the legal side. He was a Senior Vice President in Investment Banking at Prudential Securities from 1994 to 1999, working on public offerings, private placements, and M&A during the firm's years under former NASDAQ Chairman Wick Simons. In 1998 he founded Adamson Brothers, a FINRA-registered broker-dealer (CRD #46684) that took hundreds of companies public and operated without a single customer complaint or regulatory citation. After 2008 the firm became the capital markets advisory practice behind Directly Listed.
He is also an international attorney, admitted since 1986, with a Ph.D. in Finance. He has held nine FINRA examinations, including the Series 7, 24, and 79. U.S. securities law matters are handled in co-counsel with U.S.-admitted securities attorneys. His full background and regulatory record are published at andyaltahawi.com (opens in a new tab) — including the primary-source documents. We would rather you read the record than take our word for it.
Why companies choose Directly Listed
One desk covers the whole listing. The financial structuring and the legal preparation are run together, rather than split between a bank and a law firm that bill separately and coordinate slowly. The process is built for issuers who want to reach NASDAQ or NYSE on their own terms: no underwriting discount, no forced lock-up, and an advisor whose record is published in full.
Cross-border issuers are a particular focus. We structure foreign companies for U.S. market entry through F-1 registration statements, redomiciliation where needed, and governance frameworks that satisfy both the exchange and home-country law.
Directly Listed is a technology and advisory platform operated by Adamson Brothers Corp. Adamson Brothers Corp is not a registered broker-dealer, investment adviser, or funding portal, and does not offer or sell securities. Legal matters involving U.S. securities law are handled in co-counsel with U.S.-admitted securities attorneys. Nothing on this page is an offer to sell or a solicitation of an offer to buy any security.
Redefined
Listing Ambition.
Powering Growth.
Directly Listed is the future of going public. One end-to-end platform to attract investors, process funds, and manage your raise — from a private Reg D round to ringing the bell on NASDAQ or NYSE.
Start NowThe New Capital Stack
The funding landscape is shifting, and forward-thinking companies are adding retail capital to their stack. Our guide covers where conventional funding falls short, how customer-shareholders change buying and referral behavior, and a practical blueprint for planning and launching a retail raise.
Download Now- ✓ Why the traditional capital stack is falling short
- ✓ How to turn customers into loyal shareholders
- ✓ A step-by-step blueprint for modernizing your capital stack
How To Raise Capital On Directly Listed
Five steps from first call to funds received.
Book a call
Talk to our team of experts to find the capital solution that fits your business — exemption, exchange, and timeline.
Stage your offering
After due diligence we configure your deal, prepare and file your SEC forms, and build your branded investment page.
Launch your offering
Your offering page goes live with its own Invest Now button — embeddable right on your existing website.
Market your offering
Turn your earliest supporters into your loudest advocates, then widen the funnel with strategic campaign marketing.
Receive your funds
Close subscriptions and access your capital in tranches or as a lump sum — the timing is in your hands.
We Handle The Heavy Lifting
One platform for staging your raise, attracting investors, processing funds, and managing shareholder communications — with SEC-licensed attorneys, consultants, and listing advisors paid out of one flat fee.
- ✓ SEC filings & forms
- ✓ Investor relations
- ✓ Shareholder services
- ✓ Transfer agent & DTC coordination
- ✓ Real-time data dashboards
- ✓ Digital payment processing
- ✓ Industry-leading KYC/AML
- ✓ Campaign marketing & investor acquisition
- ✓ Funnel analytics
- ✓ eSignature with full audit trail
Funds are handled directly from investors to the issuer — by card for amounts under $5,000, or by ACH or wire transfer straight to the issuer's bank account.
Capital Raising, Revolutionized
Craft the perfect offering with control over raise amount, valuation, voting rights, and beyond. With us, your strategy takes center stage.
Twelve Ways To Raise. One Platform.
Regulation D 506(b)
Raise unlimited capital privately from investors you already know — no general solicitation, self-certified accreditation.
Regulation D 506(c)
Advertise your raise publicly and accept unlimited capital from accredited investors with verification built into the flow.
Regulation A+
A mini-IPO open to the public. Raise up to $75M per year from your customers, community, and the crowd.
Regulation S
Raise capital from international investors through offshore transactions outside U.S. registration — often run alongside a Reg D round.
PIPE (Post-Listing)
Private investment in public equity — institutional capital placed directly into your company after it lists, at a negotiated price.
NASDAQ Conventional Listing
A conventional NASDAQ listing with a registered primary offering — raise new capital as you go public, managed end to end.
NASDAQ Direct Listing
Go public on NASDAQ without an IPO. We manage listing readiness, SEC registration, Edgarization, and the exchange application end to end.
NYSE Conventional Listing
A conventional New York Stock Exchange listing with a registered primary offering — the Big Board, with new capital raised at the bell.
NYSE Direct Listing
List directly on the New York Stock Exchange — the prestige of the Big Board without dilutive underwriting.
Equity Line of Credit (ELOC)
A committed standby equity facility from institutional investors — draw capital when you need it, on your timeline.
Section 4(a)(2) Private Offerings
The statute behind every private placement — raise unlimited capital from a limited group of sophisticated investors in a transaction not involving any public offering.
Cayman Islands Structure
List a Cayman Islands holding company on NASDAQ or the NYSE — tax-neutral structuring, foreign private issuer status, and home-country governance for cross-border issuers.
Twelve Ways To Raise. One Platform.
Browse the complete FAQ
459+ answers across every structure — every question expands in place, and every answer links to the product pages behind it.
Your Vision. Your Terms.
Every deal gets its own quotation — a flat platform fee plus equity grant at signing. Tell us about your company and we'll scope your raise.
Disclaimer
Adamson Brothers Corp, Inc. d/b/a Directlylisted.com (“Directly Listed”), which is neither a registered broker-dealer, investment advisor nor funding portal. We are B2B institutional platform conducts direct exchange listings services for our sophisticated institutional clients. Directly listed platform permits prospective institutional clients to independently search and prepare for their own direct exchange listing.
Directly Listed and its affiliates do not offer investment advice or analysis, nor do they endorse or recommend investments in any company or the suitability of an investment for any particular investor. The information on our website regarding any company or in a blog post is based on publicly available information or directly from the subject company. Directly Listed and its affiliates make no representation or warranty as to the adequacy, accuracy or completeness of such information. Any opinions or forecasts expressed herein are our own, are not intended as investment advice and are subject to change without notice. Blog posts have been prepared solely for informative purposes and are not a solicitation of an offer to buy or an offer to sell any security.
Please be aware that Directly Listed or its affiliates receive fees from companies posted on our website at www.DirectlyListed.com. Details about our compensation are disclosed in the offering materials for each company conducting its own listing.
Directly Listed may choose to compensate outside sources to help market our business and to receive introductions to possible issuers. Compensation to such parties will not be based on the success or size of any transaction. Fees are not based directly or indirectly.
Blog posts or the posting of information on our website regarding any company, including any links to information either in the blog post or on our website, should not be construed as an endorsement or recommendation of that company for any purpose whatsoever. Links are provided for information only and Directly Listed and its affiliates are not responsible for any information at the sites linked to. Blog posts do not take into account the investment objectives, financial situation or needs of any particular investor, and each investor should consider whether any investment opportunity is appropriate given their investment objectives and current financial circumstances. Any person considering any investment is encouraged to consult with their own investment or financial advisor, tax advisor and/or attorney beforehand.
All investments entail risk. The companies on our site are generally small or early-stage companies and are subject to risks inherent in investing in any small or early stage company as well as other risks specific to their business and operations. In addition, securities of these companies may be highly illiquid, requiring that they be held for an indefinite period of time or have a limited market for resale. Therefore, no one should invest in any of these companies unless they have no need for liquidity of their investment and can sustain a total loss of their investment. You should only invest an amount of money that you can afford to lose without changing your lifestyle.
You should thoroughly review the complete offering materials for any investment opportunity, particularly all risk factors, prior to investing in any offering and become familiar with the investor requirements, investment limits and your ability to resell the investment.
By accessing blog posts and our website, you agree to be bound by the Terms of Use and Privacy Policy. Copyright © 2023 Directly Listed - All rights reserved.