SEC Form 10 Filings
OTCQB Uplist Solution
http://www.secform10.com/sec-form-10
A Form 10-12G Registration Statement (more commonly known as a "Form 10"
is a registration statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). This is in comparison to the more common Form S-1 Registration Statement which is commonly used in connection with an Initial Public Offering of Securites - e.g., registering specific securities for sale or resale. Accordingly, an effective Form 10 registration statement does not create free trading shares, restricted shares remain restricted (subject to typical Rule 144 rules, etc). Unlike a Form S-1 filing, a Form 10 Registration Statement is automaticaly effective after 60 days .
That said, the purpose of a Form 10 is to register a "class" of securities (e.g., common stock, preferred stock, etc). The operative effect of an effective Form 10 Registration Statement is to subject the filer to the reporting requirements of the Exchange Act. Going forward, the filer will be required, among other filings, to file periodic reports on Form 10-Q, Form 10-K and Form 8-K. Moreover, the filer will be subject to the reporting rules regarding proxy rules (Section 14 of the Exchange Act) and ownership - e.g., Forms 3, 4, etc.
The practical value of a Form 10 is primarily found with non-reporting Pink Sheet issuers. By voluntarily availing the issuer to the reporting requirements of the Exchange Act through a Form 10 filing, the issuer, not fully-reporting upon effectiveness, has the capability to "uplist" to the OTC QB or higher. Alternatively, many newly formed corporations will often file Form 10 shells to become what is commonly known as "Form 10 Shells". Form 10 Shells are not "public", but are subject to the Exchange Act reporting obligations. The objective (or value depending on what side you are on) is for the Form 10 Shell to merge with an operating business with the intent to thereafter have a FINRA 15c2-11 filed to obtain a public listing. Grey Sheet and even "Caveat Emptor" securities, provided then can overcome other compliance issues, can at times rely on a Form 10 filing to start trading.
OTCQB Uplist Solution
http://www.secform10.com/sec-form-10
A Form 10-12G Registration Statement (more commonly known as a "Form 10"
is a registration statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). This is in comparison to the more common Form S-1 Registration Statement which is commonly used in connection with an Initial Public Offering of Securites - e.g., registering specific securities for sale or resale. Accordingly, an effective Form 10 registration statement does not create free trading shares, restricted shares remain restricted (subject to typical Rule 144 rules, etc). Unlike a Form S-1 filing, a Form 10 Registration Statement is automaticaly effective after 60 days . That said, the purpose of a Form 10 is to register a "class" of securities (e.g., common stock, preferred stock, etc). The operative effect of an effective Form 10 Registration Statement is to subject the filer to the reporting requirements of the Exchange Act. Going forward, the filer will be required, among other filings, to file periodic reports on Form 10-Q, Form 10-K and Form 8-K. Moreover, the filer will be subject to the reporting rules regarding proxy rules (Section 14 of the Exchange Act) and ownership - e.g., Forms 3, 4, etc.
The practical value of a Form 10 is primarily found with non-reporting Pink Sheet issuers. By voluntarily availing the issuer to the reporting requirements of the Exchange Act through a Form 10 filing, the issuer, not fully-reporting upon effectiveness, has the capability to "uplist" to the OTC QB or higher. Alternatively, many newly formed corporations will often file Form 10 shells to become what is commonly known as "Form 10 Shells". Form 10 Shells are not "public", but are subject to the Exchange Act reporting obligations. The objective (or value depending on what side you are on) is for the Form 10 Shell to merge with an operating business with the intent to thereafter have a FINRA 15c2-11 filed to obtain a public listing. Grey Sheet and even "Caveat Emptor" securities, provided then can overcome other compliance issues, can at times rely on a Form 10 filing to start trading.
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