The middle tier of OTC Markets – OTCQB – is known as The Venture Market. In addition, OTC Markets can temporarily suspend trading on the OTCQX pending investigation or further due diligence review. The filing of the initial disclosure is a precondition to acceptance of an application for quotation. The OTCQB is a US trading platform that is operated by the OTC Markets Group in New York. Meet a minimum closing bid price on OTC Markets of $.01 for each of the last 30 calendar days; In the event that there is no prior public market and a 15c2-11 application has been submitted to FINRA by a market maker, OTC Markets can waive the bid requirement at its sole discretion; In the event that a Company is a seasoned public issuer that completed a reverse stock split within 6 months prior to applying to the OTCQB, the Company must have a post reverse split minimum bid price of $.01 at the close of business on each of the 5 consecutive trading days immediately before applying to the OTCQB; In the event the Company is moving to the OTCQB from the OTCQX, it must have a minimum closing bid price of $.01 for at least one (1) of the 30 calendar days immediately preceding; Companies may not be subject to bankruptcy or reorganization proceedings the Company’s application; Either be subject to the reporting requirements of the Securities Exchange Act of 1934 and be current in such reporting obligations or, if an international issuer, be eligible to rely on the registration exemption found in Exchange Act Rule 12g-2(b) and be current and compliant in such requirements or be a bank current in its reporting obligations to its bank regulator; Be duly organized, validly existing and in good standing under the laws of each jurisdiction in which it is organized and does business; Submit an application and pay an application and annual fee; Maintain a current and accurate company profile on the OTC Markets website; Use an SEC registered transfer agent and authorize the transfer agent to provide information to OTC Markets about the Company securities, including but not limited to, shares authorized, shares issued and outstanding, and share issuance history; and. OTCQB. The OTC Pink, which involves the highest-risk, highly speculative securities, is further divided into three tiers: Current Information, Limited Information and No Information. To be eligible, companies must be current in their reporting, undergo annual verification and certification, meet a $0.01 bid test, not be in bankruptcy, have at least 50 beneficial shareholders, each owning at least 100 shares, and a public float in excess of 10% of the total shares outstanding—some flexibility is offered with regard to the latter requirement. Moreover, the application may be denied if, in the opinion of OTC Markets, trading would be likely to impair the reputation or integrity of OTC Markets Group or be detrimental to the interests of investors. These securities do not meet the requirements to have a listing on a standard market exchange. The OTCQB is recognized by the Securities and Exchange Commission as an established public market providing public information for analysis and value of securities. While labeled with a skull and crossbones, a company that does not have Current Information or is not on the OTCQB will have its quote blocked on the OTC Markets website. In the event that the minimum bid price for the Company’s common stock falls below $1.00 per share at the close of business for thirty consecutive calendar days, a grace period of 180 calendar days to regain compliance shall begin, during which the minimum bid price for the Company’s common stock at the close of business must be $1.00 for ten consecutive trading days. Issuers on the OTCQX must meet specified eligibility requirements. There is also no guarantee that stocks trading in the OTC market are of higher quality than penny stocks trading on different OTC tiers or even different OTC marketplaces. The OTCBB is a regulated quotation service for OTC securities provided by the Financial Industry Regulatory Authority (FINRA) to its members. Only broker-dealers qualified with FINRA as market makers can apply to quote securities on the OTCBB. In addition to providing advice and counsel to a Company, a DAD is required to conduct investigations to confirm disclosures. Entities that do not meet the requirements of either OTCQX or OTCQB will be quoted on the OTC Pink. The OTC Markets Group is the owner and operator of the largest U.S. electronic quotation and trading system for over-the-counter (OTC) securities. All PAL’s must be approved by OTC Markets Group. Officers and directors of the company are responsible for compliance and are solely responsible for the content of information; Compliance with Laws – OTCQX quoted companies must maintain compliance with applicable securities laws of their country of domicile and applicable U.S. federal and state securities laws. A Company applying to OTCQB with a freely traded Public Float above 5% but below 10% of the total shares issued and outstanding, and a market value of Public Float of at least $2 million, or that has a separate class of securities traded on a national exchange, may apply in writing to OTC Markets Group for an exemption from this Section 1.1(5), which exemption may … The company must comply with Exchange Act Rule 10b-17 and FINRA rule 6490 regarding notification and processing of corporate actions (such as name changes, splits and dividends). The OTCQB is recognized by the United States Securities and Exchange Commission (“SEC”) as an established public market providing public information for analysis and value of securities. Create a personalised ads profile. OTC Link is registered with the Securities and Exchange Commission (SEC) as a broker-dealer and also as an alternative trading system (ATS). The company must cooperate with any securities regulators, whether in their country of domicile or in the U.S., including self-regulatory organizations; Retention and Advice of PAL – Companies must have a PAL at all times and are required to seek the advice of such PAL as to their OTCQX obligations; Notification of Resignation or Dismissal of PAL – A company must immediately notify OTC Markets in writing of the resignation or dismissal of the PAL for any reason; Payment of Fees – A company must pay its annual fees to OTC Markets; Ongoing Disclosure Obligations – (i) Companies subject to the Exchange Act reporting requirements must remain current in such reports; (ii) A company that is not an SEC Reporting Company must remain current and fully compliant in its obligations under Exchange Act Rule 12g3-2(b), if applicable, and in any event shall, on an ongoing basis, post in English through the OTC Disclosure & News Service or an Integrated Newswire, the information required to be made publicly available pursuant to Exchange Act Rule 12g3-2(b); (iii) provide a letter to its PAL at least once a year, no later than 210 days after the fiscal year end, which states that the company (y) continues to satisfy the OTCQX quotation requirements; and (z) is current and compliant in its obligations under Exchange Act Rule 12g3-2(b) and that the information required under such rule is posted, in English, on the OTC Markets website or that the company is subject to the SEC reporting requirements and is current in such reporting requirements; PAL Letter – Within 225 days of each fiscal year end and after the posting of the company’s annual report, every company must submit an annual PAL letter. As with exchange-traded securities, investors trading OTC securities are protected from an unethical broker-dealer’s illegal practices by the same SEC/FINRA rules such as best execution, limit order protection, firm quotes, and short position disclosure. Blue Sky laws are U.S. state laws that regulate the offer and sale of securities. The Company is listed on the Canadian Securities Exchange (“CSE”) under the symbol MONT and on the OTCQB under the trading symbol MRRMF. Stocks trading in the OTCQB have many of the same protections as more established, larger stocks. This blog provides a summary of the listing requirements for each level of quotation on OTC Markets. Develop and improve products. Be included in a Recognized Securities Manual or be subject to the reporting requirements of the Exchange Act. Confirmation that the Company is current in its SEC reporting obligations and has filed all reports with the SEC, that all financial statements have been prepared in accordance with U.S. GAAP, and that the auditor opinion is not adverse, disclaimed or qualified; International Companies – (i) Companies subject to the Exchange Act reporting requirements must be current in such reports; (ii) A company that is not an SEC Reporting Company must be current and fully compliant in its obligations under Exchange Act Rule 12g3-2(b), if applicable, and shall have posted in English through the OTC Disclosure & News Service or an Integrated Newswire, the information required to be made publicly available pursuant to Exchange Act Rule 12g3-2(b) for the preceding 24 months (or from inception if less than 24 months); and all financial statements have been prepared in accordance with U.S. GAAP and that the auditor opinion is not adverse, disclaimed or qualified; Verification that the Company profile is current, complete and accurate; The company’s reporting standing (i.e., whether SEC reporting, bank reporting or international reporting) and briefly describing the registration status of the company; If the Company is an International Company and relying on 12g3-2(b), that it is current in such obligations; That the company is current in its reporting obligations to its regulator and that such information is available either on EDGAR or the OTC Markets website; States the law firm and/or attorneys that assist the company in preparing its annual report or 10-K; Confirms that the company profile on the OTC Markets website is current and complete; Identifies any third-party providers engaged by the Company, its officers, directors or controlling shareholders, during the prior fiscal year and up to the date of the certification, to provide investor relations services, public relations services, stock promotion services or related services; Confirms the total shares authorized, outstanding and in the public float as of that date; and. In order for regulated broker-dealers and investment advisors to be able to recommend, solicit or even discuss a security with investors in any of the 50 states or 4 U.S. territories, the security must comply with the blue sky laws of the state in which the investor resides. A Review of Pink Sheet Stocks and How Investors Can Trade Them, OTC Markets Group Inc. Companies with a Caveat Emptor designation on OTC Markets are delineated with a skull and crossbones sign. Most are penny stocks. A Company must supplement and update any changes to the initial disclosure within 30 days of acceptance of its application for quotation. SEC Awards More Than $28 Million to Whistleblower Who Aided SEC and Other Agency Actions-, Bitcoin Fluctuates Around $40,000 as Musk-Fueled Rally Collapses-, Back Market Raises $335 Million To Grow Refurbished Gadget Marketplace-. The MarketWatch News Department was not involved in the creation of this content. In September 1999, the NQB introduced the real-time Electronic Quotation Service. The Canadian Securities Exchange is home to more than 300 issuers covering a broad range of industry sectors. OTCQB companies must meet certain minimum reporting standards, pass a bid test, and undergo annual verification. Companies not subject to the Exchange Act reporting requirements must publish, on the OTC Markets website, copies of all proxies, proxy statements and all other material mailed by the Company to their shareholders within 15 days of such mailing; Redemption Requirements – All redemptions must be either by lot or pro rata and require 15 days’ notice; Changes in Form or Nature of Securities – All changes in form, nature or rights associated with securities quoted on the OTCQX require 20 days’ advance notice to OTC Markets; Transfer Agent – Companies are required to use the services of a registered transfer agent and authorize such transfer agent to share information with OTC Markets; Accounting Methods – Any change in accounting methods requires advance notice of such change and its impact, to OTC Markets; Change in Auditors – All changes in auditor requires prompt notification and a letter from such auditor analogous to Form 8-K requirements; Responding to OTC Markets Group Requests – OTCQX quoted companies are required to respond to OTC Markets comments and amend filings as necessary in response thereto; Ongoing Disclosure Obligations – (i) Companies subject to the Exchange Act reporting requirements must remain current in such reports; (ii) Companies not subject to the Exchange Act reporting requirements must remain current with the annual, quarterly and current reporting requirements of OTC Markets, including posting annual audited financial statements prepared in accordance with GAAP and audited by a PCAOB auditor; (iii) file a notification of late filing when necessary; (iv) quickly release disclosure of material news and recent developments, whether positive or negative, through a press release on the OTC Markets website; (v) an OTCQX Company should also act promptly to dispel unfounded rumors which result in unusual market activity or price variations; General requirements regarding integrity – OTCQX quoted Companies are expected to act professionally and uphold the OTC Markets standards for “high quality”; and to release news and reports that are prepared factually and accurately with neither excessive puffery or conservatism; companies must not report or act in a way that could be misleading; must not inundate with non-material releases; and must not make misleading premature announcements; Maintain Company Updated Profile – OTCQX quoted companies are required to maintain updated accurate information on their profile page and to verify same every six months; DAD Letter – Within 120 days of each fiscal year end and after the posting of the Company’s annual report, every Company must submit an annual DAD letter; To remain eligible for trading on the OTCQX U.S. tier, the Company’s common stock must have a minimum bid price of $0.10 per share as of the close of business for at least one of every thirty consecutive calendar days. Satisfy all of the eligibility requirements for OTCQX International set forth above; As of its most recent fiscal year end, (i) have (a) revenue of U.S. $100 million; (b) global market capitalization of U.S. $500 million, (c) aggregate cash flow for the three preceding years of U.S. $100 million; and (d) minimum cash flow in each of the two preceding years of $25 million; or (ii) have (a) revenue of U.S. $75 million and (b) global market capitalization of $750 million. Over the past few years, the historical PinkSheets has undergone some considerable changes, starting with the creation of certain … U.S. investors can find current financial disclosure and Real-Time Level 2 quotes for the company on www.otcmarkets.com. OTC Pink is the lowest tier of the three marketplaces for trading over-the-counter stocks provided and operated by the OTC Markets Group. Companies with No Information status on OTC Markets are delineated by a “stop” sign and do not provide any current or updated reliable public disclosure. If (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 and (iii) the bid price is equal to or greater than $1.00, then the Company may apply to OTC Markets for an exemption from the 30-day minimum bid price requirements, which exemption is at the sole discretion of OTC Markets. These companies do not have a current 15c2-11 and are not eligible for quotation by a market maker or broker-dealer until such time as a 15c2-11 application is made with and accepted by FINRA. Due to the aforementioned complexities of OTC Listing Requirements, experienced legal counsel is necessary to assist Issuers. OTCQX enables global companies to better access support U.S. investors and distribute information in the U.S. public markets without the complexity and cost of an U.S. exchange listing. A company may be removed from the OTCQB if, at any time, it fails to meet the eligibility and continued quotation requirements subject to a 30-day notice and opportunity to address them. The OTCQX and the OTCQB markets offer Canadian and other foreign companies an alternative to traditional stock exchange listings in the United States. Requirements for Ongoing Qualification for Quotation on the OTCQX. In the event that the Company’s common stock does not regain compliance during the grace period, the Company shall have a fast-track option to have its securities traded on the OTCQX U.S. tier.
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