OTCQB requirements modified and will be in effect
Post# of 11899
Posted On: 04/06/2014 12:49:53 AM
Re: The Illest #11821
OTCQB requirements modified and will be in effect May 1, 2014.
Here are some links and some excerpts describing the new rules and requirements.
http://www.otcmarkets.com/marketplaces/otcqb
http://hosted.verticalresponse.com/327098/595...0a8b32497/
www.otcmarkets.com/content/doc/otcqb-fact-sheet.pdf
"
New OTCQB Eligibility Standards
We will be implementing a one penny ($0.01) bid price requirement which is intended to remove companies that are most likely to be the subject of dilutive stock fraud schemes and promotions. Any company that has traded below a penny for any length of time is not creating value for its shareholders and is therefore more appropriate for the open OTC Pink marketplace. This new requirement will become effective on May 1, 2014.
We are requiring that each company verify via an annual OTCQB Certification, signed by the company CEO or CFO, that their company information is current. This will include information about a company’s reporting status, company profile, information on management and boards, major shareholders, law firms, transfer agents, and IR / PR firms. Investor confidence improves when there is more information about a company’s ownership structure, professional advisors and service providers. This certification will be required for any security newly qualified to be publicly quoted by a broker-dealer under SEC Rule 15c2-11, or when an OTC Pink traded company becomes a current SEC reporting company, beginning May 1, 2014.
For companies already traded on OTCQB, we will roll out the annual management certification requirement throughout 2014 and 2015 based on a company’s Fiscal Year End ("FYE"). The first set of certifications will be due by July 31, 2014 for companies that have a FYE of March 31, 2014.
Also beginning May 1, 2014, we will permit International Reporting companies to upgrade from OTC Pink to OTCQB if they publish their 12g3-2(b) compliant disclosure on our website and verify their company profile. This will give international venture stage companies that cannot meet OTCQX financial standards the ability to join OTCQB and provide their home-market regulated disclosure to U.S. investors.
There will be an annual fee for the OTCQB marketplace of $10,000 per year and a one-time $2,500 application fee. These fees are discounted for current OTCQB companies that apply in 2014 to $7,500 per year for the first two years, and the application fee will be waived. Companies that are not currently OTCQB companies will be required to pay the standard annual fee and application fee.
"
Beginning May 1, 2014:
• Bid Test: All current OTCQB companies that
do not meet the minimum bid test (minimum
bid price of $0.01 per share as of the close of
business for at least one of the previous thirty
consecutive calendar days) will be removed
from OTCQB beginning May 1 .
• New Companies: Companies that are not on
OTCQB as of April 30, 2014 must submit an
application, pay the required fees and follow
the new procedures in order to become
traded on OTCQB. Securities will no longer
be automatically put on OTCQB when a new
Form 211 is cleared by FINRA or an OTC Pink
company becomes current in its reporting.
• International Reporting: International
Reporting companies on a Qualified Foreign
Stock Exchange may now apply to trade
on OTCQB.
Companies Currently Traded on OTCQB
OTC Markets will roll out the new procedures for
OTCQB over the course of a year. Each company
will be required to comply with the new OTCQB
procedures 120 days after its Fiscal Year End
(“FYE”). Companies that do not comply with the
new procedures within the required timeframe
will be downgraded to OTC Pink.
Companies with a March 31 FYE will be the first
group of current OTCQB companies subject to
the new requirements and will be required to
comply with the new OTCQB standards by July
31, 2014. The rollout will be complete when the
last group of current OTCQB companies with a
FYE of March 30 are required to comply on July
30, 2015.
During 2014, companies may choose to apply to
OTCQB prior to their required compliance date to
take advantage of discounted pricing.
SEC Reporting Companies
Initial Requirements
• Meet an initial bid price test of $0.01 as of the close of business for each of the previous 30 calendar days
• Complete and submit OTCQB Application and applicable fees
• Be current in all periodic reporting requirements on EDGAR (or for companies not required to file on EDGAR, post
SEC disclosure on the OTC Markets website)
• Post on the OTC Markets website:
4OTCQB Initial Certification (see below for details on Certification requirements)
Ongoing Requirements
• Meet an ongoing minimum bid price test of $0.01 as of the close of business for at least one of every 30 calendar days
• Post current SEC disclosure on EDGAR, or for companies that do not file on EDGAR, post current SEC disclosure on
the OTC Markets website
• Post on the OTC Markets website:
4OTCQB Annual Certification
OTCQB Annual Certification
Each OTCQB company must post initial and annual certification on the OTC Markets website, signed by the CEO
and/or the CFO which states the following:
• The company’s reporting standard (e.g. SEC Reporting, Bank Reporting, or International Reporting) and briefly
describe the registration status of the company
• That the company is current in its reporting obligations to its regulator and such information has been posted
either on EDGAR or the OTC Markets website
• Indicates the Law Firm and/or Attorneys involved in helping the company prepare its Annual Report or 10-K
• Confirms that the company profile on the OTC Markets website is current and complete
• Confirms the total shares outstanding and in the public float as of the most recent fiscal year end
• Names and shareholdings of all officers and directors, as well as beneficial shareholders who hold more than 5%
of outstanding shares
Fees
• Application Fee. There is a one-time application fee of $2,500 for new companies upgrading to OTCQB.
Application Fee is waived for current OTCQB companies
• Annual Fee. $10,000 per year
• Introductory Annual Fee. For current OTCQB companies that apply for OTCQB in 2014, the Annual Fee shall be
discounted to $7,500 for each of the first two years (a total discount of $5,000 or 25%)
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Here are some links and some excerpts describing the new rules and requirements.
http://www.otcmarkets.com/marketplaces/otcqb
http://hosted.verticalresponse.com/327098/595...0a8b32497/
www.otcmarkets.com/content/doc/otcqb-fact-sheet.pdf
"
New OTCQB Eligibility Standards
We will be implementing a one penny ($0.01) bid price requirement which is intended to remove companies that are most likely to be the subject of dilutive stock fraud schemes and promotions. Any company that has traded below a penny for any length of time is not creating value for its shareholders and is therefore more appropriate for the open OTC Pink marketplace. This new requirement will become effective on May 1, 2014.
We are requiring that each company verify via an annual OTCQB Certification, signed by the company CEO or CFO, that their company information is current. This will include information about a company’s reporting status, company profile, information on management and boards, major shareholders, law firms, transfer agents, and IR / PR firms. Investor confidence improves when there is more information about a company’s ownership structure, professional advisors and service providers. This certification will be required for any security newly qualified to be publicly quoted by a broker-dealer under SEC Rule 15c2-11, or when an OTC Pink traded company becomes a current SEC reporting company, beginning May 1, 2014.
For companies already traded on OTCQB, we will roll out the annual management certification requirement throughout 2014 and 2015 based on a company’s Fiscal Year End ("FYE"). The first set of certifications will be due by July 31, 2014 for companies that have a FYE of March 31, 2014.
Also beginning May 1, 2014, we will permit International Reporting companies to upgrade from OTC Pink to OTCQB if they publish their 12g3-2(b) compliant disclosure on our website and verify their company profile. This will give international venture stage companies that cannot meet OTCQX financial standards the ability to join OTCQB and provide their home-market regulated disclosure to U.S. investors.
There will be an annual fee for the OTCQB marketplace of $10,000 per year and a one-time $2,500 application fee. These fees are discounted for current OTCQB companies that apply in 2014 to $7,500 per year for the first two years, and the application fee will be waived. Companies that are not currently OTCQB companies will be required to pay the standard annual fee and application fee.
"
Beginning May 1, 2014:
• Bid Test: All current OTCQB companies that
do not meet the minimum bid test (minimum
bid price of $0.01 per share as of the close of
business for at least one of the previous thirty
consecutive calendar days) will be removed
from OTCQB beginning May 1 .
• New Companies: Companies that are not on
OTCQB as of April 30, 2014 must submit an
application, pay the required fees and follow
the new procedures in order to become
traded on OTCQB. Securities will no longer
be automatically put on OTCQB when a new
Form 211 is cleared by FINRA or an OTC Pink
company becomes current in its reporting.
• International Reporting: International
Reporting companies on a Qualified Foreign
Stock Exchange may now apply to trade
on OTCQB.
Companies Currently Traded on OTCQB
OTC Markets will roll out the new procedures for
OTCQB over the course of a year. Each company
will be required to comply with the new OTCQB
procedures 120 days after its Fiscal Year End
(“FYE”). Companies that do not comply with the
new procedures within the required timeframe
will be downgraded to OTC Pink.
Companies with a March 31 FYE will be the first
group of current OTCQB companies subject to
the new requirements and will be required to
comply with the new OTCQB standards by July
31, 2014. The rollout will be complete when the
last group of current OTCQB companies with a
FYE of March 30 are required to comply on July
30, 2015.
During 2014, companies may choose to apply to
OTCQB prior to their required compliance date to
take advantage of discounted pricing.
SEC Reporting Companies
Initial Requirements
• Meet an initial bid price test of $0.01 as of the close of business for each of the previous 30 calendar days
• Complete and submit OTCQB Application and applicable fees
• Be current in all periodic reporting requirements on EDGAR (or for companies not required to file on EDGAR, post
SEC disclosure on the OTC Markets website)
• Post on the OTC Markets website:
4OTCQB Initial Certification (see below for details on Certification requirements)
Ongoing Requirements
• Meet an ongoing minimum bid price test of $0.01 as of the close of business for at least one of every 30 calendar days
• Post current SEC disclosure on EDGAR, or for companies that do not file on EDGAR, post current SEC disclosure on
the OTC Markets website
• Post on the OTC Markets website:
4OTCQB Annual Certification
OTCQB Annual Certification
Each OTCQB company must post initial and annual certification on the OTC Markets website, signed by the CEO
and/or the CFO which states the following:
• The company’s reporting standard (e.g. SEC Reporting, Bank Reporting, or International Reporting) and briefly
describe the registration status of the company
• That the company is current in its reporting obligations to its regulator and such information has been posted
either on EDGAR or the OTC Markets website
• Indicates the Law Firm and/or Attorneys involved in helping the company prepare its Annual Report or 10-K
• Confirms that the company profile on the OTC Markets website is current and complete
• Confirms the total shares outstanding and in the public float as of the most recent fiscal year end
• Names and shareholdings of all officers and directors, as well as beneficial shareholders who hold more than 5%
of outstanding shares
Fees
• Application Fee. There is a one-time application fee of $2,500 for new companies upgrading to OTCQB.
Application Fee is waived for current OTCQB companies
• Annual Fee. $10,000 per year
• Introductory Annual Fee. For current OTCQB companies that apply for OTCQB in 2014, the Annual Fee shall be
discounted to $7,500 for each of the first two years (a total discount of $5,000 or 25%)
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