Amfil Technologies Inc (FUNN)

[Goodbuddy4863]

Looks like it will be a little bit longer for AMFE to be uplisted:

OTCQB UPLIST REQUIREMENTS FULL DETAILS BELOW -

Source:
https://www.otcmarkets.com/content/doc/otcqb/standards.pdf

The OTCQB® venture stage marketplace offers investors transparent trading in early stage and
developing U.S. and international companies. To be eligible, companies must be current in their
reporting and undergo an annual verification and management certification process. There are no
minimum financial standards other than a ($.01) bid test.
These OTCQB Standards consist of certain regulations adopted by OTC Markets Group to prescribe
the rights, privileges and obligations of Companies with securities traded on the OTCQB marketplace.
They are intended to outline for companies and investors the standards that a company must meet to
be eligible to be traded on the OTCQB marketplace and to describe the initial and ongoing disclosure
OTCQB companies must provide to the investing public.
Capitalized terms used herein are defined in Part 6 of these OTCQB Standards.
1 Requirements for Admission to OTCQB
1.1 Eligibility Standards
To be considered for admission to OTCQB, a Company shall:
1) Meet one of the following conditions:
a. Be an SEC Reporting Company current in its reporting obligations;
b. Be a Regulation A Reporting Company current in its reporting obligations to the SEC;
c. Be a Bank current in its reporting obligations to its Bank Regulator or, if applicable, to
the SEC; or
d. Be an International Company listed on a Qualified Foreign Exchange, in good
standing with such exchange.
2) Have proprietary priced quotations published by a Market Maker in OTC Link with a closing
bid price of at least $0.01 a) for each of the 30 calendar days immediately preceding the
Company’s application for OTCQB and b) as of the date OTC Markets Group approves its
application to join the OTCQB marketplace. In the event that (i) there has been no prior
public market for the Company’s securities in the U.S. and (ii) a broker-dealer has submitted
to FINRA a Form 211 to publish priced quotations in the Company’s securities, then the
Company may apply in writing to OTC Markets Group for an exemption from the minimum
bid price requirements, which exemption may be granted by OTC Markets Group in its sole
and absolute discretion and subject to FINRA approval of the Form 211. In the event that
the Company is a Seasoned Public Issuer that completed a reverse stock split within 6
months prior to applying for admission to OTCQB, the Company must have, subsequent to
the reverse stock split, a minimum bid price of $0.01 per share for its common stock as of
the close of business on each of the 5 consecutive trading days immediately preceding the
OTC Markets Group Inc.
OTCQB Eligibility Standards (v 1.4 July 10, 2015) Page 2 of 11
Company’s application for OTCQB. In the event the Company is traded on the OTCQX
marketplace immediately prior to applying for OTCQB, the Company must have proprietary
priced quotations published by a Market Maker in OTC Link with a minimum closing bid
price of $0.01 per share on at least one of the 30 calendar days immediately preceding the
Company’s application for OTCQB.
3) Not be subject to any Bankruptcy or reorganization proceedings.
4) Be duly organized, validly existing and in good standing under the laws of each jurisdiction
in which the Company is organized or does business.
5) Maintain an SEC registered Transfer Agent, and shall authorize the Transfer Agent to
provide to OTC Markets Group information related to the Company’s securities, including
but not limited to shares authorized, shares issued and outstanding, and share issuance
history upon OTC Markets Group’s request.
1.2 Application Materials
A company that wishes to be admitted to OTCQB must supply the following OTCQB Application
Materials, completed and signed, to OTC Markets Group Inc., via email at
[e-mail] or to OTC Markets Group, 100 M Street SE, #220, Washington D.C.
20003.
1) OTCQB Application
2) OTCQB Application Fee
3) Letter of Introduction - This letter is required only for International Reporting Companies that
are not on the OTCQB or OTCQX marketplace immediately prior to applying for OTCQB
and is not required for International Companies that are SEC Reporting. The Applicant must
provide a Letter of Introduction from a Principal American Liaison (PAL) published on the list
of OTCQX Advisors found on http://www.otcmarkets.com/research/service-providerresults?searchBy=type&searchStr=4.
Each letter may state that it may be relied upon only
by OTC Markets Group for purposes of qualification for trading on OTCQB, but not by any
other Person or for any other reason. The OTCQB Letter of Introduction must, in substance,
make the following statements:
a. PAL Qualifications. The Attorney, FINRA Broker-Dealer or ADR Depositary has been
approved by OTC Markets Group to serve as a PAL for the OTCQX marketplace and
continues to satisfy the standards for serving as a PAL;
b. Qualified Foreign Exchange. Confirm that the securities are currently listed on a
Qualified Foreign Exchange and have not been delisted, removed or suspended from
the Qualified Foreign Exchange; and
c. Based on available information, the PAL has a reasonable belief that the Company is in
compliance with Exchange Act Rule 12g3-2(b) or, if the Company is not in compliance
with Exchange Act Rule 12g3-2(b), the PAL has a reasonable belief that the Company is
not required to register under Exchange Act Section 12(g) and is current and fully
compliant with the obligations of a Company relying on the exemption from registration
provided by Exchange Act Rule 12g3-2(b).
OTC Markets Group Inc.
OTCQB Eligibility Standards (v 1.4 July 10, 2015) Page 3 of 11
A Company’s application for admission to OTCQB will not be deemed complete until all of the
OTCQB Application Materials are received by OTC Markets Group. The Company will be sent
an email confirmation of OTC Markets Group’s receipt of the OTCQB Application Materials.
1.3 Company’s Initial Disclosure Obligations
Once a Company’s OTCQB Application Materials, including applicable fees, have been
received by OTC Markets Group, the Company will be granted access to the OTC Disclosure &
News Service so that the Company may post its initial disclosure in compliance with this Section
1.3.
1) Financial Reporting Requirements:
a. SEC Reporting Companies. If the Company is an SEC Reporting Company and is not a
bank, the Company must have filed all reports required to be filed on EDGAR. Audited
annual financial statements must be prepared in accordance with U.S. GAAP and
contain an audit opinion that is not adverse, disclaimed, or qualified.
b. Regulation A Reporting Companies. If the Company is a Regulation A Reporting
Company, the Company must have filed all reports required to be filed on EDGAR.
Audited annual financial statements must be prepared in accordance with Regulation A.
c. Banks. If the Bank is SEC Reporting and required to file periodic reports on EDGAR, the
Company must have filed all reports required to be filed on EDGAR. All other Banks
must have posted, through the OTC Disclosure & News Service, all financial reports
required to be filed with its Banking Regulator for the preceding two years, or as long as
it has been in existence, if less than two years.
d. International Companies. If the Company is SEC Reporting and required to file periodic
reports on EDGAR, the Company must have filed all reports required to be filed on
EDGAR. If the Company is International Reporting, the Company must have posted, in
English, through the OTC Disclosure & News Service, all information, with the exception
of news releases, required to be made publicly available pursuant to Exchange Act Rule
12g3-2(b) for the preceding 24 months, or as long as it has been in existence, if less
than 24 months. Audited annual financial statements must be prepared in accordance
with U.S. GAAP or IFRS and contain an audit opinion that is not adverse, disclaimed, or
qualified.
2) Verify Company Profile via www.otciq.com with the information needed to ensure the
Company Profile is current and complete or verify the current Company Profile publicly
displayed on www.otcmarkets.com.
3) The Company must post an Initial OTCQB Certification signed by either the CEO or CFO
stating the following:
a. The SEC registration or SEC exemption from registration the company is relying on (e.g.
registered under Sections 12g or 15(d) of the Exchange Act, relying on Exchange Act
Rule 12g3-2(b), is a bank that reports to a Bank Regulator under Section 12(i) of the
Exchange Act, or is required to file periodic reports with the SEC under Tier 2 of
OTC Markets Group Inc.
OTCQB Eligibility Standards (v 1.4 July 10, 2015) Page 4 of 11
Regulation A), or that the Company is a bank that is non-SEC reporting but is current in
its reporting to a Banking Regulator;
b. The Company is current in its reporting obligations as of the most recent fiscal year end
and any subsequent reporting periods and that such information has been posted either
on EDGAR or the OTC Disclosure & News Service;
c. The Company Profile displayed on www.otcmarkets.com is current and complete as of
the latest practicable date, and includes the total shares outstanding, authorized, and in
the public float as of that date;
d. Identify the attorneys who worked on the company's most recent annual report, including
firm and attorney name if outside counsel, and name of internal counsel. If no attorney
assisted in putting together the disclosure, the Company must indicate the person or
persons who prepared the disclosure and their relationship to the company;
e. Names and addresses of any third party providers engaged by the Company, its officers,
directors or controlling shareholders, during the period from the Company’s prior fiscal
year end to the date of this OTCQB Certification, to provide investor relations services,
public relations services, or other related services to the Company including promotion
of the Company or its securities; and
f. Names, addresses and % of shares owned by all Officers, Directors and Control
Persons (control persons are beneficial owners of more than five percent (5%) of any
class of the issuer’s equity securities). If any of the beneficial shareholders are
corporate shareholders, provide the name and address of the person(s) owning or
controlling such corporate shareholders and the resident agents of the corporate
shareholders.
1.4 OTC Markets Group Review of Application
Upon receipt of the OTCQB Application Materials and required disclosures, OTC Markets Group
may:
1) Require the Company to confirm, clarify or modify any information contained in the OTCQB
Application Materials;
2) Require the Company to provide a further undertaking, including the submission of a
Personal Information Form for any executive officer, director, or beneficial owner of 5% or
more of a class of the Company’s securities, or fulfill a further condition, prior to admission;
3) Delay admission pending the completion of further due diligence; or
4) Refuse the application if it determines, in its sole and absolute discretion, that the admission
of the Company’s securities for trading on OTCQB would be likely to impair the reputation or
integrity of OTC Markets Group or be detrimental to the interests of investors.
If OTC Markets Group confirms the Company’s eligibility for OTCQB, OTC Markets Group shall
notify the Company. Once OTC Markets Group confirms receipt of the Company’s initial Annual
Fee, OTC Markets Group shall:
1) Designate the Company’s securities as OTCQB traded securities on OTC Markets Group’s
websites, market data products, and broker-dealer platforms;
OTC Markets Group Inc.
OTCQB Eligibility Standards (v 1.4 July 10, 2015) Page 5 of 11
2) Permit the Company to identify itself as an OTCQB Company on its websites and investor
relations materials, including news releases; and
3) Entitle Level 2 Quote Display service for the Company’s securities on OTC Markets Group’s
websites and the Company’s corporate websites.
2 Requirements for Continued Eligibility for OTCQB
2.1 Ongoing Responsibilities of the Company
1) Compliance with Standards. Officers and directors of the Company are responsible for
compliance with these OTCQB Standards and are solely responsible for the content of the
Information.
2) Compliance with Laws. The Company shall comply with applicable Federal Securities Laws,
U.S. state securities laws and, if applicable, the securities laws of its country of domicile, and
shall cooperate with any U.S. federal or state securities regulator, any U.S. self-regulatory
organization, and, if applicable, securities regulators or self-regulatory organizations in its
country of domicile.
3) Payment of Fees. The Company shall pay an Annual Fee in respect of each year in which
its securities continue to be traded on OTCQB.
4) Responding to OTC Markets Group’s Requests. The Company will respond to inquiries and
requests from OTC Markets Group from time to time, including any request by OTC Markets
Group to provide a further undertaking or fulfill a further condition.
2.2 Company’s Ongoing Disclosure Obligations
1) Financial Reporting Requirements
a. SEC Reporting Companies. If the Company is an SEC Reporting Company and is not a
bank, the Company must file, on an ongoing basis, all annual, quarterly and other interim
reports required to be filed on EDGAR. Audited annual financial statements must be
prepared in accordance with U.S. GAAP and contain an audit opinion that is not
adverse, disclaimed, or qualified.
b. Regulation A Reporting Companies. If the Company is a Regulation A Reporting
Company, the Company must file, on an ongoing basis, all annual, semi-annual and
other interim reports required to be filed on EDGAR. Audited annual financial
statements must be prepared in accordance with Regulation A.
c. Banks. If the Bank is SEC Reporting and required to file periodic reports on EDGAR, the
Company must file, on an ongoing basis, all annual, quarterly and other interim reports
required to be filed on EDGAR. All other Banks must post on an ongoing basis, through
the OTC Disclosure & News Service, all annual, quarterly and interim reports required to
be filed with the Company’s Banking Regulator.
d. International Companies. If the Company is SEC Reporting and required to file periodic
reports on EDGAR, the Company must file, on an ongoing basis, all annual, quarterly
and other interim reports required to be filed on EDGAR. If the Company is International
Reporting, the Company must have posted, in English, through the OTC Disclosure &
News Service, all information, with the exception of news releases, required to be made
publicly available pursuant to Exchange Act Rule 12g3-2(b). Audited annual financial
statements must be prepared in accordance with U.S. GAAP or IFRS and contain an
audit opinion that is not adverse, disclaimed, or qualified.
OTC Markets Group Inc.
OTCQB Eligibility Standards (v 1.4 July 10, 2015) Page 6 of 11
e. Timeliness of Filings. SEC Reporting Companies and Regulation A Reporting
Companies must file annual, semi-annual, quarterly and current reports on EDGAR in
accordance with applicable SEC rules and regulations. Banks that are required to post
their disclosure through the OTC Disclosure & News Service must post their annual
bank regulatory filings no later than 90 days after the fiscal year end date and quarterly
bank regulatory filings no later than 45 days after the fiscal quarter end. International
Reporting Companies that are required to post their disclosure through the OTC
Disclosure & News Service must post annual and quarterly financial reports as soon as
possible after submission to their Primary Regulator, but in no case later than six months
for the annual financial report or 60 days for quarterly financial reports.
f. Notice of Inability to Timely Post Reports. If any Company that does not file its periodic
disclosure through EDGAR fails to post, on a timely basis, any annual, semi-annual,
quarterly or interim report within the timeframe specified in this Section 2.2, such
Company must post through the OTC Disclosure & News Service, no later than one
business day after the due date for such report, a notice containing the following
requirements:
i. The notice must be entitled “Notification of Late Filing;” and
ii. The notice must state the name of the Company, the type of report (Annual,
Quarterly or Interim) that is or will be late, the reason why the report is or will be late,
and the date that the Company expects to post the report.
2) Maintain Company Updated Profile. At least once every six months, submit a Company
Update Form via www.otciq.com with the information needed to ensure the Company Profile
is current and complete or verify the current Company Profile publicly displayed on
www.otcmarkets.com to maintain the “Company Updated Profile” designation on the
Company Profile page on www.otcmarkets.com.
3) Annual OTCQB Certification. The Company must post an Annual OTCQB Certification
signed by either the CEO or CFO containing the statements required in Section 1.3(3) of
these Standards. The Annual OTCQB Certification must be posted through the OTC
Disclosure & News Service no later than 30 calendar days after the Company’s Annual
Report due date.
4) Interim Event Disclosure.
a. Stock Promotion – In the event that OTC Markets Group determines, in its sole and
absolute discretion, that the Company’s OTCQB securities become the subject of
promotional activities that have the effect of encouraging trading, OTC Markets Group
may require the Company to provide additional information to the marketplace regarding
shareholdings of officers, directors and control persons, confirmation of shares
outstanding, and any issuance of shares in the previous two years. The Company shall
post such information through the OTC Disclosure & News Service. OTC Markets
Group may also require submission of a Personal Information Form for any executive
officer, director, or beneficial owner of 5% or more of a class of the Company’s
securities.
b. Reverse Merger or Change of Control – In the event the company undergoes a reverse
merger transaction or other change of control, the Company shall post, through the OTC
Disclosure & News Service, an Interim OTCQB Certification signed by the CEO or CFO
as of the effective date of the transaction, which includes the statements required in
Section 1.3(3) of these Standards. OTC Markets Group may also require submission of
OTC Markets Group Inc.
OTCQB Eligibility Standards (v 1.4 July 10, 2015) Page 7 of 11
a Personal Information Form for any executive officer, director, or beneficial owner of 5%
or more of a class of the Company’s securities.
2.3 Standards for Continued Eligibility
To remain eligible for trading on the OTCQB marketplace, the Company must:
1) Maintain compliance with the Company’s Ongoing Disclosure Obligations under Section 2.2
of these OTCQB Standards;
2) Have proprietary priced quotations published by a Market Maker in OTC Link with a
minimum closing bid price of $0.01 per share on at least one of the prior thirty consecutive
calendar days. In the event that the minimum closing bid price for the Company’s common
stock falls below $0.01 per share, a grace period of 180 calendar days to regain compliance
shall begin, during which the minimum closing bid price for the Company’s common stock
must be $0.01 or greater for ten consecutive trading days; and
3) Maintain an SEC registered Transfer Agent at all times, and upon the Company’s
appointment of a new Transfer Agent, the Company shall notify OTC Markets Group of the
name and current address of such Transfer Agent. The Company shall authorize the
Transfer Agent to provide to OTC Markets Group information related to the Company’s
securities, including but not limited to shares authorized, shares issued and outstanding,
and share issuance history upon OTC Markets Group’s request.
3 OTCQB Fees
3.1 OTCQB Application Fee
At the time the Company’s OTCQB Application is submitted to OTC Markets Group, the
Company shall pay OTC Markets Group a non-refundable Application Fee of $2,500 (U.S.).
3.2 Annual Fee
The Annual Fee is $10,000 (U.S.) for each twelve month period.
3.3 Fees Non- Refundable
In the event a Company ceases to be traded on the OTCQB marketplace for any reason, no
portion of its previously paid ongoing Annual Fee will be refunded.
3.4 Modification of Fees
OTC Markets Group may modify the fees set forth in Sections 3.1 and 3.2 from time to time.
4 Removal, Withdrawal or Suspension of OTCQB Companies
4.1 Removal of OTCQB Companies for Failure to Meet Requirements
OTC Markets Group may remove the Company’s securities from trading on the OTCQB
marketplace for the Company’s failure to meet the requirements set forth in Section 2 of these
OTCQB Standards or any other obligations under these OTCQB Standards, which
determination shall be made by OTC Markets Group in its sole and absolute discretion, unless
such failure is cured within 30 calendar days after OTC Markets Group gives the Company
OTC Markets Group Inc.
OTCQB Eligibility Standards (v 1.4 July 10, 2015) Page 8 of 11
notice of such failure. OTC Markets Group may, in its sole and absolute discretion, provide
additional time to cure.
In the event the Company regains compliance with requirements under Section 2 of these
OTCQB Standards, OTC Markets Group may, in its sole and absolute discretion, readmit the
Company to the OTCQB marketplace under the following conditions:
1) If the Company regains compliance within 30 calendar days of Removal Date and has not
completed or announced a corporate action during this time, OTC Markets Group may
readmit the Company to the OTCQB marketplace with no further action required;
2) If the Company regains compliance within 30 calendar days of Removal Date and has
completed or announced a corporate action during this time, the Company must submit a
new OTCQB Certification for review and approval by OTC Markets Group;
3) If the Company regains compliance more than 30 calendar days and less than six months
after Removal Date, the Company must submit a new OTCQB Certification for review and
approval by OTC Markets Group; and
4) If the Company regains compliance more than six months after Removal Date, the Company
must submit a new OTCQB Application. OTC Markets Group will review the Application
pursuant to Section 1.4 of these of these OTCQB Standards. A new Application Fee is due
upon submission of the Application.
4.2 Removal of OTCQB Companies for Public Interest Concern
OTC Markets Group may remove the Company’s securities from trading on the OTCQB
marketplace immediately and at any time, without notice, if OTC Markets Group, in its sole and
absolute discretion, believes the continued inclusion of the Company’s securities would impair
the reputation or the integrity of OTC Markets Group or be detrimental to the interests of
investors.
4.3 Withdrawal of OTCQB U.S. Companies
The Company may voluntarily withdraw from the OTCQB marketplace by providing OTC
Markets Group with a minimum of 24 hours written notice, including the effective date of the
Company’s withdrawal.
4.4 Temporary Suspension
The Company understands that OTC Markets Group may, at any time, in its sole and absolute
discretion, temporarily suspend inclusion on the OTCQB marketplace pending the completion of
further due diligence.
4.5 Continued Use of Certain Services
Subsequent to (i) removal for failure to meet the requirements of Section 4.1 of these OTCQB
Standards, (ii) withdrawal or (iii) suspension from the OTCQB marketplace, the Company may
continue to use any OTC Markets Group service for which it is subscribed, except services
reserved for the use of Companies with securities traded on the OTCQB marketplace. Any
continued use of such services is subject to the terms and conditions set forth in the OTCQB
Application and Agreement.
Subsequent to the Company’s removal, withdrawal or suspension from the OTCQB
marketplace, OTC Markets Group may terminate all services to which a Company is
subscribed.
OTC Markets Group Inc.
OTCQB Eligibility Standards (v 1.4 July 10, 2015) Page 9 of 11
5 Amendment of OTCQB Standards
OTC Markets Group may, in its sole and absolute discretion, amend these OTCQB Standards,
whenever it determines that an amendment is necessary or desirable to enhance the quality of
the market, to improve the disclosure of OTCQB Companies for the benefit of public investors,
or for any other reason. Each amendment shall be effective 30 days subsequent to its
publication in an OTCQB Standards Release.
6 Definitions
Capitalized terms used in these OTCQB Standards shall have the following meanings:
“Annual Fee” shall mean the amount established from time to time by OTC Markets Group and
initially set forth in these OTCQB Standards, which the Company must remit to OTC Markets
Group for its securities to be traded on the OTCQB.
“Application Fee” shall mean the amount established from time to time by OTC Markets Group
and initially set forth in these OTCQB Standards, which the Company must remit to OTC
Markets Group to apply for OTCQB.
“Bank” shall mean a U.S. bank, U.S. bank holding company, U.S. thrift, U.S. thrift holding
company or U.S. financial institution that is regulated by a Bank Regulator.
“Bank Regulator” shall mean the Federal Deposit Insurance Corporation (FDIC), Federal
Reserve or Office of the Comptroller of the Currency (OCC).
“Bank Reporting” shall mean a Bank that does not have a class of securities registered under
Section 12 or 15(d) of the Exchange Act.
“Bankruptcy” shall mean, with respect to the Company, (i) an adjudication that it is bankrupt or
insolvent, (ii) an admission of its inability to pay its debts as they mature, (iii) its making a
general assignment for the benefit of creditors, (iv) its filing of a petition in bankruptcy or a
petition for relief under any section of the United States Bankruptcy Code or any other
bankruptcy or insolvency statute, or (v) the involuntary filing against it of any such petition that is
not discharged within 60 days thereafter.
“Commission” or “SEC” shall mean the United States Securities and Exchange Commission.
“Company” shall mean the company identified on the OTCQB Application as entering into the
OTCQB Agreement with OTC Markets Group.
“Company Update Form” shall mean the electronic form available on www.OTCIQ.com
submitted by the Company confirming or updating, as necessary, the Company Profile
information displayed on www.otcmarkets.com.
“EDGAR” shall mean the SEC’s Electronic Data Gathering, Analysis and Retrieval system.
“Exchange Act” shall mean the United States Securities Exchange Act of 1934 and any rules
adopted by the Commission thereunder, as amended from time to time.
“Federal Securities Laws” shall mean the Securities Act, the Exchange Act, the SarbanesOxley
Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940,
OTC Markets Group Inc.
OTCQB Eligibility Standards (v 1.4 July 10, 2015) Page 10 of 11
Title V of the Gramm-Leach-Bliley Act and any rules adopted by the Commission under any of
these statutes.
“FINRA” shall mean the Financial Industry Regulatory Authority.
“Information” shall mean information provided by the Company through the OTC Disclosure &
News Service or on EDGAR.
“International Company” shall mean a Company that meets one of the following conditions:
(i) Be eligible to rely on the exemption from registration provided by Exchange Act Rule
12g3-2(b) and be current and fully compliant in its obligations thereunder, or
(ii) If such Company is not eligible to rely on the exemption from registration provided by
Exchange Act Rule 12g3-2(b) because it does not
a. meet the definition of a “foreign private issuer” as that term is used in Exchange
Act Rule 12g3-2(b), or
b. maintain a primary trading market in a foreign jurisdiction as set forth in
Exchange Act Rule 12g3-2(b),
and is not otherwise required to register under Exchange Act Section 12(g), be
otherwise current and fully compliant with the obligations of a company relying on the
exemption from registration provided by Exchange Act Rule 12g3-2(b).
“International Reporting Company” shall mean an International Company that is current and
fully compliant with the disclosure requirements of Exchange Act Rule 12g3-2(b) and is listed on
a Qualified Foreign Exchange.
“Issuer” shall mean the same as “Company.” (See definition for “Company” under this
Section.)
“Letter of Introduction” shall mean a letter provided as part of the Application Materials for an
International Reporting Company. The Letter of Introduction must be provided to OTC Markets
Group by a firm that has been qualified to serve as a Principal American Liaison (PAL) for the
OTCQX marketplace.
“Market Maker” shall mean a firm that stands ready to buy and sell a particular security on a
regular and continuous basis at a publicly quoted price.
“OTC Disclosure & News Service” shall mean a Service consisting of online publication and
management of Disclosure Statements, Financial Reports and News Releases.
“OTC Link ATS” shall mean the SEC registered alternative trading system operated by OTC
Link LLC, a wholly owned subsidiary of OTC Markets Group.
“OTC Markets Group” shall mean OTC Markets Group Inc., a corporation organized under the
laws of the State of Delaware, located at 304 Hudson Street, 3rd Floor, New York, NY 10013.
“OTCQB Application and Agreement” shall mean the OTCQB Application and Agreement, as
amended from time to time, which provides for the qualification of the Company’s securities for
trading on OTCQB and certain other services.
OTC Markets Group Inc.
OTCQB Eligibility Standards (v 1.4 July 10, 2015) Page 11 of 11
“OTCQB Application Materials” shall mean the documents, fees and other information listed
in Section 1.2 of these OTCQB Standards and provided by the Company in connection with its
application to the OTCQB marketplace.
“OTCQB Certification” shall mean the Annual OTCQB Certification, Initial OTCQB
Certification or Interim OTCQB Certification published through the OTC Disclosure & News
Service in accordance with these OTCQB Standards.
“OTCQB Standards Release” shall mean a notice, published by OTC Markets Group on OTC
Markets Group websites, setting forth the reasons for, and text of, any amendment to these
OTCQB Standards.
“Person” shall mean any individual, partnership, limited liability company, joint venture,
corporation, trust, unincorporated organization, or other entity.
“Personal Information Form” shall mean the form with the same name, as amended from
time to time, that must be filled out upon request by OTC Markets Group by certain individuals
related to a company with securities traded on, or applying for approval to trade on, the OTCQB
marketplace.
“Primary Regulator” shall mean the Banking Regulator, Qualified Foreign Exchange, or other
applicable home-country regulatory body.
“Qualified Foreign Exchange” shall mean a non U.S. stock exchange listed on the OTC
Markets Group List of Qualifying Non-U.S. Exchanges, as amended from time to time and
available at www.otcmarkets.com.
“Regulation A” shall mean Rules 251 -263 under the Securities Act.
“Regulation A Reporting Company” shall mean a Company subject to the reporting
obligations under Tier 2 of Regulation A under the Securities Act.
“Removal Date” shall mean the date OTC Markets group removes the Company from OTCQB
under Section 4.1 of these OTCQB Standards.
“SEC Reporting Company” shall mean a Company subject to the reporting obligations under
Section 13 or 15(d) of the Exchange Act.
“Seasoned Public Issuer” shall mean a company that has engaged in its current business
operations and has had a class of its securities publicly traded on OTC Link or a national
securities exchange for not less than one year.
“Securities Act” shall mean the United States Securities Act of 1933 and any rules adopted
thereunder, as amended from time to time.
“Transfer Agent” shall mean a trust company, bank or similar financial institution assigned by
a corporation, mutual fund or similar entity to maintain records of investors and account
balances and transactions, to cancel and issue certificates, to process investor mailings and to
deal with any associated problems, including but not limited to lost or stolen certificates.
“U.S. GAAP” shall mean generally accepted accounting principles in the United States,
consistently applied.