OTCQX US Listing Requirements
- As of the most recent annual or quarterly period end, have $2 million in total assets and as of the most recent fiscal year end one of the following: (i) $2 million in revenues; (ii) $1 million in net tangible assets; (iii) $500,000 in net income; or (iv) $5 million in market value of publicly traded securities;
- Have ongoing operations and shall not be a Shell Company, Blank-Check Company, Special Purpose Acquisition Company or Development Stage Company;
- Not be subject to any Bankruptcy or reorganization proceedings;
- Be duly organized, validly existing and in good standing under the laws of each jurisdiction in which the Company is organized or does business;
- Have at least 50 beneficial shareholders, each owning at least 100 shares of the Company’s common stock;
- Have proprietary priced quotations published by a Market Maker in OTC Link;
- Have a minimum bid price of $0.10 per share for its common stock as of the close of business on each of the 90 consecutive trading days immediately preceding the Company’s application for OTCQX , provided, however, that in the event that (i) there has been no prior public market for the Company’s securities in the U.S. and (ii) FINRA has approved a Form 211 relating to the Company’s securities, then the Company may apply in writing to OTC Markets Group for an exemption from the minimum bid price requirements of this Section 2.2(g), which exemption may be granted by OTC Markets Group in its sole and absolute discretion;
- Have (i) audited balance sheets as of the end of each of the two most recent fiscal years , or as of a date within 135 days if the Company has been in existence for less than two fiscal years, and audited statements of income, cash flows and changes in stockholders’ equity for each of the fiscal years immediately preceding the date of each such audited balance sheet (or such shorter period as the Company has been in existence), with each such financial disclosure made in accordance with U.S. GAAP and including all matters of which the Company is aware that are relevant to the Company’s ability to continue as a going concern, including, without limitation, significant conditions and events and the Company’s plans to mitigate such conditions and events; and (ii) unaudited interim financial reports, prepared in conformance with U.S. GAAP, including a balance sheet as of the end of the Company’s most recent fiscal quarter, and income statements, statements of changes in stockholders’ equity and statements of cash flows for the interim period up to the date of such balance sheet and the comparable period of the preceding fiscal year; and
- Be included in a Recognized Securities Manual.
- US Companies applying for admission to OTCQX must retain an Attorney DAD or an Investment Bank DAD.
OTCQX US Premier Listing Requirements
To be considered for admission to OTCQX US. Premier, the issuer must satisfy all of the listing requirements for the OTCQX US tier (set forth in Section 2.2 above), plus must satisfy the following additional requirements. To qualify for trading on OTCQX US Premier, the company must achieve the following in addition to the requirements above:
- As of the most recent fiscal year end, have one of the following qualifications: (i) average revenues of at least $6 million over the prior three years; or (ii) (a) $2 million in net tangible assets if in operation for at least three years, or (b) $5 million in net tangible assets if in operation for less than three years;
- Have at least 100 beneficial shareholders, each owning at least 100 shares of the Company’s common stock;
- Have a minimum bid price of $1.00 per share for its common stock as of the close of business on each of the 90 consecutive trading days immediately preceding the Company’s application for OTCQX. In the event that (1) there has been no prior public market for the Company’s securities in the U.S., (2) FINRA has approved a Form 211 regarding the Company’s securities, and (3) the bid price for the Company’s securities is equal to or greater than $1.00, then Section 2.3(c)(i) shall not apply;
- Meet the financial standards for continued listing on the NASDAQ Capital Market if its securities have not previously been traded on OTCQX U.S. Premier, except that the Company is not required to (i) have a class of securities with at least 300 shareholders, (ii) have proprietary priced quotations published by 2 Market Makers or (iii) comply with NASDAQ corporate governance provisions; and
- Conduct annual shareholders’ meetings and submit annual financial reports to its shareholders at least 15 calendar days prior to such meetings.
OTCQX International Listing Requirements
