|
Home >> OTC Guide >> For Issuers >> Issuer Classification System
Requirements for OTC Market Tiers
Pink OTC Markets categorizes all securities trading over-the-counter into easily identifiable tiers that inform investors whether an issuer has made adequate public information available in a timely manner. As a quotation, trading and disclosure venue driven by OTC market trading demand, instead of the traditional exchange listing process, we believe categorizing securities by their level of disclosure will improve investor access to information and greatly enhance the capital formation process.
 |
OTCQX -
The OTCQX marketplace is the premier tier of the U.S. over-the-counter market.
Investor-focused companies use the quality controlled OTCQX listing platform to offer investors transparent trading, superior information and easy access through their regulated U.S. broker-dealers.
For more information on OTCQX, please see http://otcqx.com. |
 |
Dually Quoted - Security must have a published quotation on the the Pink Quote system and the OTCBB. More than 96% of all OTCBB securities are dually quoted on the Pink Quote system as our Pink Link messaging system allows market makers to electronically trade OTC securities. |
 |
OTCBB - This security is quoted solely on the OTCBB. |
|
Current Information -
There are three types of companies that may be designated as Current Information providers:
-
Current SEC Filers
Pink OTC Markets will monitor the SEC's EDGAR system and automatically designate companies that are registered with the SEC pursuant to 12(g) of the Exchange Act and are current in their required filings as Current Information providers. Pink OTC Markets will remove any security from this category if the issuer does not maintain timely filings.
-
Banks, Insurance Companies and Certain Foreign Companies
Pink OTC Markets will automatically identify Non-SEC reporting federal or state regulated banks, insurance companies, and non-U.S. companies that are listed on a qualified foreign stock exchange as providing Current Information unless we determine that the company is not current in its reporting obligations to its primary regulator or is delisted from the foreign exchange.
Pink OTC Markets recommends that these companies publish their financial and other disclosure information, through the OTC Disclosure and News Service, to www.pinksheets.com for easy access by U.S. investors.
-
Non-reporting Companies with Current Information Available on pinksheets.com
Non-SEC registered companies that meet the following requirements will be identified as providing Current Information:
- Subscribe to the OTC Disclosure and News Service (see Subscription Agreement)
- Publish disclosure that complies with Pink OTC Markets' Guidelines for Providing Adequate Current Information (PDF) through the OTC Disclosure and News Service.
- Attorney Letter - The company must publish a quarterly letter from an attorney stating that the issuer's disclosure (i)constitutes "adequate current public information" concerning the Securities and the Issuer and "is available" within the meaning of Rule 144(c)(2) under the Securities Act, (ii) includes all of the information that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the Securities under Rule 15c2-11 under the Securities Exchange Act of 1934 (the "Exchange Act"), and (iii) complies as to form with Pink OTC Markets' Guidelines for Providing Adequate Current Information. The letter must also identify the person responsible for the preparation of the financial statements.
For complete information requirements regarding the Attorney Letter, see Pink OTC Markets' Guidelines for Attorney Letters with Respect to Adequate Current Information (PDF).
- Transfer Agent - The company must have an SEC registered transfer agent.
Companies must post the required disclosure on pinksheets.com. Pink OTC Markets will verify that a quarterly or annual report, in addition to an Attorney Letter regarding completeness of disclosure, has been posted within 75 days after each quarter ended and within 120 days after each fiscal year ended. If such disclosure has not been posted at that time, companies will be placed into the "Limited Information" or "No Information" categories.
|
|
Limited Information - limited information dated within the last 6 months is available to investors, but that information is either not compliant with Pink OTC Markets' Guidelines for Providing Adequate Current Information (PDF) or, if the company is an SEC filer, the information is not current.
-
SEC Filers
Companies must have posted some information for a period ending within the previous six months through the SEC's EDGAR system.
-
Non-SEC Filers
Pink Sheets companies must post some financial information through the OTC Disclosure and News Service (available through OTCIQ.com). Quarterly financial reports that include, at a minimum, balance sheet, income statement and total shares outstanding for a period within the last six months must be provided.
Companies in Bankruptcy
Companies in bankruptcy must post substantive filings (including monthly financial operations reports) made with the bankruptcy court, through the OTC Disclosure and News Service, in a timely manner.
|
|
No Information - Defunct or Dark Pink Sheets Companies that have not posted any information with a period ending within the previous six months, either through the SEC's EDGAR system or through the OTC Disclosure and News Service.
|
|
Caveat Emptor - Identifies stocks that are the subject of unsolicited spam, questionable promotion, regulatory suspensions, disruptive corporate actions (including reverse mergers), or other public-interest concerns.
Generally, Pink OTC Markets will remove the Caveat Emptor designation once the security meets the qualifications for Current Information (see above) and Pink OTC Markets is satisfied that there is no longer a public interest concern, typically no sooner than 30 days. In the case of reverse mergers, Pink OTC Markets will remove the Caveat Emptor designation upon qualification for Current Information or, for SEC filers, with the submission of a super 8-K, with no 30 day minimum.
|
Related Information
For further information on the requirements for the OTC Market Tiers, please contact the Issuer Services Department at 212.896.4420 or by email at issuerservices@pinkotc.com.
|
|