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TJG

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TJG

Re: solidgold post# 14923

Thursday, 06/05/2025 10:55:59 AM

Thursday, June 05, 2025 10:55:59 AM

Post# of 23833
Agree they are subject to material event disclosure...but since they have not disclosed anything, I would say its safe to say they have not signed anything...and when and if they do they must disclose it

While non-SEC reporting Over-The-Counter (OTC) companies aren't subject to the same strict regulations as exchange-listed companies, they still have crucial obligations concerning the disclosure of material events
Here's a breakdown:
1. OTC Markets Disclosure Requirements:
Prompt Disclosure: Companies on the OTC Pink market, for example, are expected to promptly release news or information about corporate events material to the issuer and its securities, including negative information.
Public Announcement: Material events not included in previous public disclosure documents or occurring after their publication require a public announcement.
Specific Examples of Material Events: These may include changes in a company's shell status, control changes, and the departure or appointment of directors or principal officers.
Reporting Via Newswire: The announcement should be disseminated through an Integrated Newswire or the OTC Disclosure & News Service within four business days of the event's occurrence.
2. SEC Regulations & Principles:
Anti-Fraud Provisions: All companies, including those on OTC markets, are subject to the anti-fraud provisions of federal securities laws, like Rule 10b-5 of the Securities Exchange Act of 1934. This means they must not make misleading statements or omit material facts that would be important to investors.
Preventing Insider Trading: Persons with knowledge of material nonpublic information related to these events should not trade in the company's securities until the information is made public.
3. Important Considerations:
Transparency Levels Vary: While OTC markets generally don't mandate the same level of disclosure as exchanges, some have higher transparency requirements.
Investor Protection: The aim of these regulations is to ensure investors are provided with the information necessary to make informed investment decisions, fostering market integrity.
In essence, while non-SEC reporting OTC companies have more flexible reporting requirements than their SEC-reporting counterparts, they are still obligated to provide timely and accurate disclosure of material events that can affect their securities and trading activity. This helps maintain fair markets and protect investors. ]to the same strict regulations as exchange-listed companies, they still have crucial obligations concerning the disclosure of material events.
Here's a breakdown:
1. OTC Markets Disclosure Requirements:
Prompt Disclosure: Companies on the OTC Pink market, for example, are expected to promptly release news or information about corporate events material to the issuer and its securities, including negative information.
Public Announcement: Material events not included in previous public disclosure documents or occurring after their publication require a public announcement.
Specific Examples of Material Events: These may include changes in a company's shell status, control changes, and the departure or appointment of directors or principal officers.
Reporting Via Newswire: The announcement should be disseminated through an Integrated Newswire or the OTC Disclosure & News Service within four business days of the event's occurrence.
2. SEC Regulations & Principles:
Anti-Fraud Provisions: All companies, including those on OTC markets, are subject to the anti-fraud provisions of federal securities laws, like Rule 10b-5 of the Securities Exchange Act of 1934. This means they must not make misleading statements or omit material facts that would be important to investors.
Preventing Insider Trading: Persons with knowledge of material nonpublic information related to these events should not trade in the company's securities until the information is made public.
3. Important Considerations:
Transparency Levels Vary: While OTC markets generally don't mandate the same level of disclosure as exchanges, some have higher transparency requirements.
Investor Protection: The aim of these regulations is to ensure investors are provided with the information necessary to make informed investment decisions, fostering market integrity.
In essence, while non-SEC reporting OTC companies have more flexible reporting requirements than their SEC-reporting counterparts, they are still obligated to provide timely and accurate disclosure of material events that can affect their securities and trading activity. This helps maintain fair markets and protect investors
.