OTC Pink Sheet l Question and Answer

Q. What are the benefits of  listing on the OTCMarkets OTC Pink Sheets?

A.  There are a couple of benefits for companies opting to list on the OTC Pink Sheets.

Pink Sheet listings are much less expensive and the disclosure requriements are less stringent than a listing on the OTCMarkets OTCQB because audited financial statements are not required.  Despite that audited financial statements are not required, issuers who publish the information required by the OTCMarkets Pink Sheet Disclosure Guideslines provide transparency to investors and comply with SEC Rule 15c-211.

Q. Is the OTC Markets OTC Pink Sheets a stock exchange?

A. No. The OTCMarkets Group operates an electronic inter-dealer quotation system called OTC Link, which broker-dealers use to trade OTC Pink Sheet and other securities not listed on national securities-related exchanges.

Q. How are companies categorized on the OTC Pink Sheets?

A. OTCMarkets categorizes issuers in tiers based upon the level of disclosure a company provides.

Can my Company go public and list directly on the OTC Pink Sheets?

A. Yes, a company can go public and list directly on the Pink Sheets. It must locate a sponsoring market maker to file an application on its behalf pursuant to Rule 15c2-11  of the Securities Exchange Act (the “Exchange Act”) with the Financial Industry Regulatory Authority (“FINRA”).

Q. How is the information required by Rule 15c-211 provided?

A. The information required by Rule 15c-211 is provided on Form 211.

Q. Will FINRA automatically declare the Form 211 effective ?

A. No, FINRA will review the filing and render comments to the Form 211 which the sponsoring market maker and company must respond to.

Q. What happens after the sponsoring market maker submits the Form 211 ??

A. Once FINRA is satisfied that the disclosures satisfy the requirements of Rule 15c2-11, it will assign a trading symbol and the Market Maker can quote the company’s securities.

Q. What are the  other requirements for FINRA Approval?

A. The Company should have at least 25 non-affiliate shareholders who hold at least 250,000 shares and who paid cash consideration for their shares at least 12 months prior to the Form 211 filing date. Additionally, the company must never have been a shell company.

Q. How does a Pink Sheet Current company provide adequate public information after its Form 211 is approved?

A.  OTC Pink Sheet companies file reports through the OTCMarkets website which are posted for viewing by the general public.  These reports must be made on the OTCMarkets designated forms for annual, quarterly and current information reports.

Q. What disclosure tier of the Pink Sheets will my Company list on when its Form 211 is appoved?

Companies who go public using Form 211 qualify for the OTC Pink “Current Information” tier. The Pink Current Information tier is available to issuers who do not file reports with the SEC, but voluntarily provide specific disclosures required by OTCMarkets.

For further information about this article, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton Florida, (561) 416-8956, by email at info@growpublic101.com. This memorandum is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. For more information concerning the rules and regulations affecting the use of Rule 144, Form 8K, FINRA Rule 6490, Rule 506 private placement offerings, Regulation A, Rule 504 offerings, SEC reporting requirements, SEC registration on Form S-1 and Form 10, Pink Sheet listing, OTCBB and OTCMarkets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, go public direct transactions and direct public offerings please contact Hamilton and Associates or visit http://www.gopublic101.com.

Hamilton & Associates l Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855
www.GoPublic101.com