Because an 8-k is not a financial report, aka: 10-Q or 10-K.
The new SEC rules moved the company to the expert market with no quotation until they catch-up on their financial reporting requirements, and submit a new form 211 to a market maker to be quoted again.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard, Transfer of Listing
In September 2020, the Securities and Exchange Commission (“SEC”) amended Exchange Act Rule 15c2-11, which primarily governs a broker’s ability to submit or publish quotations for securities that trade on the over-the-counter (“OTC”) markets. In essence, Rule 15c2-11 prohibits dealers from publishing quotations for OTC securities to quotation mediums without first reviewing certain issuer financial information and ensuring that information is current and publicly available before quoting that security.
Under the amended Rule 15c2-11 (the “Amended Rule”), which takes effect September 28, 2021, current information about an issuer must be publicly available in order for an issuer’s security to become quoted initially, and remain quoted, on one of the public markets (the “OTC Markets”) operated by the OTC Markets Group. According to guidance from the OTC Markets Group, issuers subject to SEC reporting obligations will satisfy the requirements of the Amended Rule if such issuers are current in their SEC reporting obligations in accordance with the provisions of the Amended Rule. Companies that do not make current information publicly available, and thus do not meet the requirements for ongoing quoting, will be shifted to the OTC Markets Group’s “Expert Market.” The Expert Market will be available for unsolicited quotes only, meaning broker-dealers may use the Expert Market to publish unsolicited quotes representing limit orders from retail and institutional investors who are not affiliates or insiders of the issuer. Quotations in Expert Market securities are made available to broker-dealers, institutions, and other sophisticated investors.
A company relegated to the Expert Market will be able to reapply for listing on the OTC Markets through the filing of a new Form 211 with FINRA once the Company has made current information available and is in compliance with the Amended Rule.
At present, Global Boatworks Holdings, Inc. (the “Company”) is not current with its SEC reporting obligations with respect to its Annual Report on Form 10-K for year ended December 31, 2020 and its Quarterly Reports on Form 10-Q for the periods ending March 31, 2021 and June 30 2021 (the “Missed Filings”) and such Missed Filings will not be completed and filed by September 28, 2021, the date the Amended Rule goes into effect. The Company cannot guarantee if its stock will continue to be quoted on the OTC Markets after September 28, 2021. Moreover, once the Company is moved to the Expert Market, there is no guarantee that it will be accepted for relisting on the OTC Markets thereafter.
If the common stock of the Company ceases to be quoted on the OTC Markets, stockholders will no longer have a public trading market for such shares, trading bid and ask prices and share trading volumes will not be publicly quoted and the trading market for the common stock will be illiquid and may be limited primarily to private purchases and sales among individual stockholders, if at all. Such transactions will be opaque to the public marketplace and will not provide the Company’s stockholders with a reliable market value of the common stock. Stockholders may be unable to sell their shares when they desire to do so or at all, or may receive less than what they perceive their shares are worth in such a transaction.
As previously announced on August 6, 2021, the Company engaged Rosenberg Rich Baker Berman P.A. (“RRBB”) as its independent registered public accounting firm for the Company’s fiscal year ended December 31, 2020. Also, as previously announced on September 1, 2021, the Company engaged Lang Financial Services, Inc., and its principal, Lanny R. Lang, to assist the Company’s efforts toward restoring its SEC financial reporting deficiencies. The Company will continue working diligently to complete and file the Missed Filings as soon as possible to become, and will endeavor to continue to be, current with its SEC reporting obligations. As soon as possible after it has done so, the Company intends to apply for relisting on the OTC Markets through the filing of a new Form 211.
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