Thursday, August 07, 2008 9:34:58 AM
I didn't read the entire document yet, but the essence is here.
GUIDELINES FOR PROVIDING ADEQUATE CURRENT INFORMATION
Pink Sheets encourages all issuers of OTC equity securities to make adequate current information available to the public markets. Pink Sheets believes that federal securities laws, such as Rules 10b-5 and 15c2-11 of the Securities Exchange Act of 1934, as amended from time to time (“Exchange Act”), and Rule 144 of the Securities Act of 1933, as amended from time to time (“Securities Act”), and state Blue Sky laws require issuers to provide adequate current public information. With a view to encouraging compliance with these laws, Pink Sheets has created these Guidelines for Providing Adequate Current Information (“Guidelines”) in order to assist issuers with understanding their disclosure obligations.1
Pink Sheets believes adequate current information must be publicly available when an issuer’s securities are quoted by a broker-dealer under the following circumstances:
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At the time of initial quotation in public markets;
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At any time corporate insiders or other affiliates of the issuer are offering, buying or selling the issuer’s securities in the OTC market;
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During any period when a security is the subject of ongoing promotional activities having the effect of encouraging trading of the issuer’s securities in the OTC market;
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At the time securities initially sold in a private placement become freely tradable in the OTC market; or
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At any time the issuer’s securities are quoted on OTCQX or included in the Pink Sheets Current Information categories. (This does not include issuers listed on International OTCQX, as such issuers either (i) have a class of their securities registered with the Securities and Exchange Commission (“SEC”) under Section 12(g) of the Exchange Act and are current in their SEC reporting obligations or (ii) are non-U.S. issuers that are exempt from registration pursuant to Exchange Act Rule 12g3-2(b) and make their home country filings available in English to the public via the Pink Sheets News Service).
These Guidelines may be amended from time to time, in the sole and absolute discretion of Pink Sheets, with or without notice.
This is not legal advice, and Pink Sheets cannot assure anyone that compliance with our disclosure
requirements will satisfy any legal requirements.
General Considerations
An issuer preparing a disclosure statement shall consider the purpose of adequate disclosure. Current and potential investors in the issuer’s securities should be provided with all “material” information the information available to the issuer necessary for the investor to make a sound investment decision. The disclosure should enable an investor of ordinary intelligence and investment skills to understand the issuer’s business and prospects.
The disclosure must therefore present the issuer’s business plan and include a full and clear picture of the issuer’s assets, facilities, properties, investments, management and other resources, as well as a complete description of how they will be used to make profits. The issuer’s business plan should clearly describe the competition, regulatory environment and other risks to the issuer’s business, as well as the issuer’s plans for confronting these challenges.
It is also important for an investor to understand how the issuer raises capital and treats investors. At a minimum, the issuer must describe the ways it has raised capital by issuing shares in the past – to whom and the amount of consideration involved. The investor should also be provided with market information, including the past price history of any transactions in the issuer’s shares.
Finally, the disclosure should use plain English.2 This means using short sentences, avoiding legal and technical jargon and providing clear descriptions. Your goal, as an issuer should be to give the investor the information you would wish the investor to supply if your positions were reversed. You don’t need to be Shakespeare; you must, though, have a sincere desire to inform.
Section One: Issuers’ Initial Disclosure Obligations
Instructions relating to the preparation of initial disclosure statements:
Issuers shall prepare a document that responds to each item and sub-item of the Guidelines with information current as of the issuer’s most recent fiscal quarter or year end and shall include in its response to a particular item (i) whether a particular item is not applicable or unavailable and (ii) the reason it is not applicable or unavailable. The disclosure statement shall be provided in the format set forth below.
Issuers may incorporate by reference financial statements and other exhibits that are either posted elsewhere on Pink Sheets News Service or on SEC’s EDGAR system, or are attached to the issuer’s disclosure statement, as long as (i) the incorporated documents are current, (ii) the issuer clearly explains where the incorporated documents can be found, and (iii) the issuer provides a clear cross-reference to the specific location where the information requested by any particular Item can be found in the incorporated documents.
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