This company may not be making material information publicly available.
If you are an affiliate, employee, insider, or any person in possession of nonpublic material information about this company, please be advised that buying or selling this security may constitute trading "on the basis of" material nonpublic information prohibited under Section 10(b) of the Securities Exchange Act of 1934 and Rules 10b-5 and 10b5-1 thereunder. Violators of these laws are subject to civil and criminal penalties.
What is insider trading?
Illegal insider trading refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information about the security.
Rule 10b5-1 provides that a person trades on the basis of material nonpublic information if that person is "aware" of the material nonpublic information at the time of the purchase or sale.
Affiliates, insiders, relatives, or other persons in possession of material information should use extreme caution when buying or selling securities on the basis of material information, particularly in securities where the company is not making adequate current information publicly available as a matter of practice.
Why does OTC Markets display this warning?
Companies that are identified on otcmarkets.com as having "No Information" may be placing their shareholders at risk of violating 10b5-1 insider trading rules. OTC Markets recommends that investors wishing to place a trade in such securities contact the company to verify it is making adequate current information publicly available.
How can a company make material information publicly available?
- Companies can make material information publicly available by registering a class of their securities and making current reports with the SEC.
- Companies can make material information publicly available by qualifying under Rule 12g3-2(b) under the Exchange Act ("Rule 12g3-2(b)").
- For companies that are not subject to SEC reporting requirements under 12(g) or 12(b) of the Act, OTC Markets provides the Alternative Reporting Standard to facilitate the availability of adequate current information.
- Companies that post such information through the OTC Disclosure & News Service are able to conveniently and efficiently make their information publicly available on their quote page on www.otcmarkets.com.
- The Alternative Reporting Standard is designed for companies to meet the minimum disclosure requirements under SEC Rules 15c211 and 144(b) and assist companies in protecting their affiliates from 10b5-1 violations. Companies are urged to seek the advice of experienced securities counsel regarding materiality and methods to make material information publicly available.
- For more information about the Alternative Reporting Standard, please visit our Alternative Reporting Standard page.
Note: Companies may choose to provide current information on their corporate websites. OTC Markets encourages affiliates, employees, insiders, or any person in possession of nonpublic material information about a company to examine the company's corporate website for current information, if they are not able to find it through otcmarkets.com or in current reports filed with the SEC, to ensure compliance with Rules 10b-5 and 10b5-1. However, the warning message on the company's quote page on otcmarkets.com will continue to be displayed. To remove this warning message, the company must meet one of the three standards listed above.
For an overview of insider trading, visit the SEC's website at sec.gov/answers/insider.htm.