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Re: emailjanum post# 109

Friday, 03/28/2014 2:55:14 PM

Friday, March 28, 2014 2:55:14 PM

Post# of 225
BIG NEWS!!!!!

OTCQB Fact Sheet Creating a Better Venture Stage Marketplace
Companies Currently Traded on OT CQB
OTC Markets will roll out the new procedures for
OTCQB over the course of a year. Each company
will be required to comply with the new OTCQB
procedures 120 days after its Fiscal Year End
(“FYE”). Companies that do not comply with the
new procedures within the required timeframe
will be downgraded to OTC Pink.
Companies with a March 31 FYE will be the first
group of current OTCQB companies subject to
the new requirements and will be required to
comply with the new OTCQB standards by July
31, 2014. The rollout will be complete when the
last group of current OTCQB companies with a
FYE of March 30 are required to comply on July
30, 2015.
During 2014, companies may choose to apply to
OTCQB prior to their required compliance date to
take advantage of discounted pricing.
Summary of Changes
To be eligible for OTCQB, companies will be required to:
• Meet a minimum bid price test of $0.01. Securities that do not meet the minimum bid price test will be
downgraded to OTC Pink
• Submit an application to OTCQB and pay an application and annual fee
• Submit an OTCQB Annual Certification confirming the Company Profile displayed on otcmarkets.com is current
and complete and providing additional information on officers, directors, and controlling shareholders
Additional Changes:
• International Reporting companies listed on a Qualified Foreign Stock Exchange are now eligible for OTCQB
• Banks that do not file disclosures on EDGAR will be required to post their regulatory filings on otcmarkets.com
• Securities of companies that do not either meet the OTCQB standards or qualify for OTCQX will likely continue to
be traded by broker-dealers on OTC Pink
Timing
Beginning May 1, 2014:
• Bid Test: All current OTCQB companies that
do not meet the minimum bid test (minimum
bid price of $0.01 per share as of the close of
business for at least one of the previous thirty
consecutive calendar days) will be removed
from OTCQB beginning May 1 .
• New Companies: Companies that are not on
OTCQB as of April 30, 2014 must submit an
application, pay the required fees and follow
the new procedures in order to become
traded on OTCQB. Securities will no longer
be automatically put on OTCQB when a new
Form 211 is cleared by FINRA or an OTC Pink
company becomes current in its reporting.
• International Reporting: International
Reporting companies on a Qualified Foreign
Stock Exchange may now apply to trade
on OTCQB.
OTC Markets Group is making changes to OTCQB® to make it a better venture stage marketplace. Companies
will be required to meet eligibility standards aimed at improving the information available to investors. OTCQB
will include Real-Time Level 2 quotes and the OTC Disclosure & News Service to help companies improve the
information experience for their investors. This Fact Sheet provides details on the new requirements and
rollout schedule.
SEC Reporting Companies
Initial Requirements
• Meet an initial bid price test of $0.01 as of the close of business for each of the previous 30 calendar days
• Complete and submit OTCQB Application and applicable fees
• Be current in all periodic reporting requirements on EDGAR (or for companies not required to file on EDGAR, post
SEC disclosure on the OTC Markets website)
• Post on the OTC Markets website:
4OTCQB Initial Certification (see below for details on Certification requirements)
Ongoing Requirements
• Meet an ongoing minimum bid price test of $0.01 as of the close of business for at least one of every 30 calendar days
• Post current SEC disclosure on EDGAR, or for companies that do not file on EDGAR, post current SEC disclosure on
the OTC Markets website
• Post on the OTC Markets website:
4OTCQB Annual Certification
Bank Reporting Companies
Initial Requirements
• Meet an initial bid price test of $0.01 as of the close of business for each of the previous 30 calendar days
• Complete and submit OTCQB Application and applicable fees
• Post on the OTC Markets website:
4 Previous two years’ disclosure that was filed with the company’s bank regulator (except that information
deemed non-public does not need to be posted)
4 OTCQB Initial Certification (see below for details on Certification requirements)
Ongoing Requirements
• Meet an ongoing minimum bid price test of $0.01 as of the close of business for at least one of every 30 calendar days
• Post on the OTC Markets website:
4 Disclosure that is filed with the company’s bank regulator (except that information deemed non-public does not
need to be posted)
4 OTCQB Annual Certification
International Reporting Companies
Initial Requirements
• Meet an initial bid price test of $0.01 as of the close of business for each of the previous 30 calendar days
• Complete and submit OTCQB Application and applicable fees
• Be compliant with SEC Rule 12g3-2(b) and be listed on a Qualified Foreign Exchange
• Submit a “Letter of Introduction” from a qualified PAL which states the PAL has a reasonable belief that the Company
is in compliance with 12g3-2(b), is listed on a Qualified Foreign Exchange, and has posted required disclosure on
OTC Markets website
• Post on the OTC Markets website:
4 Previous two years’ of disclosure required under 12g3-2(b) in English (except press releases)
4 OTCQB Initial Certification (see below details on Certification requirements)
Ongoing Requirements
• Meet an ongoing minimum bid price test of $0.01 as of the close of business for at least one of every 30 calendar days
• Post on the OTC Markets website:
4 Disclosure required under 12g3-2(b) in English, including Quarterly Reports and audited Annual Reports (except
press releases)
4 OTCQB Annual Certification
Requirements :OTCQB
Annual Certification
Each OTCQB company must post initial and annual certification on the OTC Markets website, signed by the CEO
and/or the CFO which states the following:
• The company’s reporting standard (e.g. SEC Reporting, Bank Reporting, or International Reporting) and briefly
describe the registration status of the company
• That the company is current in its reporting obligations to its regulator and such information has been posted
either on EDGAR or the OTC Markets website
• Indicates the Law Firm and/or Attorneys involved in helping the company prepare its Annual Report or 10-K
• Confirms that the company profile on the OTC Markets website is current and complete
• Confirms the total shares outstanding and in the public float as of the most recent fiscal year end
• Names and shareholdings of all officers and directors, as well as beneficial shareholders who hold more than 5%
of outstanding shares
Fees
• Application Fee. There is a one-time application fee of $2,500 for new companies upgrading to OTCQB.
Application Fee is waived for current OTCQB companies
• Annual Fee. $10,000 per year
• Introductory Annual Fee. For current OTCQB companies that apply for OTCQB in 2014, the Annual Fee shall be
discounted to $7,500 for each of the first two years (a total discount of $5,000 or 25%)
ABOUT OT C MARKETS GROUP: OTC Markets Group Inc. operates Open, Transparent and Connected financial
marketplaces for 10,000 U.S. and global securities. To learn how OTC Markets Group creates better informed and
more efficient financial marketplaces, visit www.otcmarkets.com. OTC Link® ATS is operated by OTC Link LLC,
member FINRA/SIPC and SEC registered Alternative Trading System.
Follow us:
OTCQB Premium Services
OTCQB includes the following premium marketplace services:
OT C Disclosure & News Service enables companies to share reports, news, videos, investor presentations
and more
Real-Time Level 2 Quotes available for free to all investors on www.otcmarkets.com and on your company IR
website (via API link, as requested)
OT CIQ Quote & Trade History Dashboard
Dedicated Support Line
CONTACT US
issuers@otcmarkets.com // +1.212.896.4420 // www.otcmarkets.com