Was asked about not being able to buy on Schwab.
Post# of 75001
(Total Views: 385)
Posted On: 07/11/2023 8:51:33 AM
Was asked about not being able to buy on Schwab. Working on it:
FYI, Rule 15c2-11 under the Securities and Exchange Act of 1934 (Exchange Act) governs the submission and publication of quotations by brokers and dealers for OTC equity securities. Specifically, the rule applies to a broker-dealer’s resumption of quotations for such securities. Pursuant to the Rule, brokers and dealers are required to review and maintain specified information about the issuer of the security before publishing a quotation for that security. Rule 15c2-11 requires specified disclosures be submitted to the Financial Industry Regulatory Authority (“FINRA”) by the issuer’s sponsoring market maker on Form 211 before initiating quotations of a security.
In order to use Rule 15c2-11, RMHB located a sponsoring market maker to submit the Form 211 application to FINRA on its behalf. Rule 15c2-11 requires RMHB to have current public information available before the market maker can quote the security. The information required in the Form 211 satisfies the current public information requirement of Rule 15c2-11.
Form 211 requires, among other things, the following disclosures:
● Whether any officer or director of the issuer had any regulatory action taken against him/her by the SEC, NASDAQ, NYSE, or other securities-related regulatory agency and whether any officer or director of the issuer has been convicted of any felony charges within the prior 5 years.
● Detailed description of the issuer’s business, products/services offered, assets and sources of revenue.
● Description of the Company’s facilities including the location, square footage and whether owned or leased.
● Identification of officers, directors, and holders of more than 5% of the company’s securities.
● Certificate of Incorporation and bylaws including any amendments.
● Current transfer agent generated shareholder list, indicating name and address of each shareholder, the number of shares owned, date of share ownership, and whether the shares are restricted, control, or free trading.
● Agreements creating restrictions, liens, or encumbrances on, or relating to, the transfer or voting of shares.
● Agreements evidencing stock rights, warrants, or options.
● All stock purchase or asset purchase agreements since 2014.
● Disclosure of whether the Company has entered into any discussions or negotiations concerning a potential merger or acquisition candidate.
●Merger and/or consolidation agreements.
● Partnership and/or joint venture agreements.
● Unaudited financial statements for the last 2 fiscal years and interim periods.
● One full copy of the subscription agreement executed by each investor and copies of all checks from the subscribers or other proof of payment.
● A statement indicating whether any person or entity has control, written or otherwise, of the sale, transfer, disposition, voting or any other aspect of the shares listed on the shareholders list other than the shareholder.
● Any material agreements or letters of intent entered into by the Company.
● Schedule of all material patents, trademarks, trade names, service marks, and copyrights; and
● Legal opinion from Company‘s securities lawyer as to tradability of the free trading shares.
Once FINRA is satisfied that the disclosures satisfy the requirements of Rule 15c2-11, the Market Maker can quote RMHB’s securities. Once this occurs, the securities of RMHB are quoted by the OTCMarkets OTC Link. Once the sponsoring market maker has published quotations for the Company’s securities for at least 30 days, other market makers can publish quotations for the security.
FYI, Rule 15c2-11 under the Securities and Exchange Act of 1934 (Exchange Act) governs the submission and publication of quotations by brokers and dealers for OTC equity securities. Specifically, the rule applies to a broker-dealer’s resumption of quotations for such securities. Pursuant to the Rule, brokers and dealers are required to review and maintain specified information about the issuer of the security before publishing a quotation for that security. Rule 15c2-11 requires specified disclosures be submitted to the Financial Industry Regulatory Authority (“FINRA”) by the issuer’s sponsoring market maker on Form 211 before initiating quotations of a security.
In order to use Rule 15c2-11, RMHB located a sponsoring market maker to submit the Form 211 application to FINRA on its behalf. Rule 15c2-11 requires RMHB to have current public information available before the market maker can quote the security. The information required in the Form 211 satisfies the current public information requirement of Rule 15c2-11.
Form 211 requires, among other things, the following disclosures:
● Whether any officer or director of the issuer had any regulatory action taken against him/her by the SEC, NASDAQ, NYSE, or other securities-related regulatory agency and whether any officer or director of the issuer has been convicted of any felony charges within the prior 5 years.
● Detailed description of the issuer’s business, products/services offered, assets and sources of revenue.
● Description of the Company’s facilities including the location, square footage and whether owned or leased.
● Identification of officers, directors, and holders of more than 5% of the company’s securities.
● Certificate of Incorporation and bylaws including any amendments.
● Current transfer agent generated shareholder list, indicating name and address of each shareholder, the number of shares owned, date of share ownership, and whether the shares are restricted, control, or free trading.
● Agreements creating restrictions, liens, or encumbrances on, or relating to, the transfer or voting of shares.
● Agreements evidencing stock rights, warrants, or options.
● All stock purchase or asset purchase agreements since 2014.
● Disclosure of whether the Company has entered into any discussions or negotiations concerning a potential merger or acquisition candidate.
●Merger and/or consolidation agreements.
● Partnership and/or joint venture agreements.
● Unaudited financial statements for the last 2 fiscal years and interim periods.
● One full copy of the subscription agreement executed by each investor and copies of all checks from the subscribers or other proof of payment.
● A statement indicating whether any person or entity has control, written or otherwise, of the sale, transfer, disposition, voting or any other aspect of the shares listed on the shareholders list other than the shareholder.
● Any material agreements or letters of intent entered into by the Company.
● Schedule of all material patents, trademarks, trade names, service marks, and copyrights; and
● Legal opinion from Company‘s securities lawyer as to tradability of the free trading shares.
Once FINRA is satisfied that the disclosures satisfy the requirements of Rule 15c2-11, the Market Maker can quote RMHB’s securities. Once this occurs, the securities of RMHB are quoted by the OTCMarkets OTC Link. Once the sponsoring market maker has published quotations for the Company’s securities for at least 30 days, other market makers can publish quotations for the security.
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