OTC PINK Listing Requirements, Laura Anthony Attorney
Posted by Laura Anthony, Esq. on July 03, 2017
OTC PINK Listing Requirements, Laura Anthony Attorney- The OTC Pink, which includes the highest-risk, highly speculative securities, is further divided into three tiers: Current Information, Limited Information and No Information, based on the level of disclosure and public information made available by the company either through the SEC or posted on OTC Markets through its alternative reporting standard. There are no qualitative standards beyond disclosure for OTC Pink companies, which include companies in all stages of development as well as shell and blank check entities.
Companies with Current Information status on OTC Markets include both companies that are subject to and current in their SEC Exchange Act reporting requirements and either choose not to apply or do not meet all the requirements for a quotation on the OTCQB; and companies that file current information on OTC Markets in accordance with the OTC Markets Alternative Reporting Standards.
• If the company is subject to and current in their SEC Exchange Act reporting requirements, they will satisfy the financial reporting requirements for Current Information;
• If the company is not SEC reporting it must post certain financial information on the OTC Markets website including annual financial statements, including a balance sheet, income statement, statement of cash flows and notes to financial statements, for the previous two fiscal years or from inception if the company is less than two years old;
• Audits are not required, but if financial statements are audited, the auditor report must be posted as well;
• If the company’s financial statements are not audited, an annual Attorney Letter must be posted within 120 days of fiscal year end – no attorney letter is required if the financial statements are audited
• The company profile page on OTC Markets must be current and accurate;
• In addition to financial statements, the company must file annual and quarterly reports with narrative information and CEO and CFO certifications using a fillable form available through OTC Markets;
• The quarterly report and financials must be posted within 45 days of quarter end and the annual within 90 days of fiscal year end
• A company must file a Form 8-K if SEC reporting or submit a news release within 4 days of any of the 8-k triggering events (including for example, entry into a material agreement; the acquisition or disposition of assets outside the ordinary course of business; the sale of unregistered securities; and changes in officers, directors or control shareholders).
In addition, to maintain Current information status, a company must subscribe to the OTC Disclosure & News Service with an annual fee of $4,200 and a one-time set-up fee of $500.
In the next LawCast in this series I will discuss the Limited Information level of the OTC Pink marketplace.