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aandt

12/04/20 3:36 PM

#143707 RE: Bobbakista #143697

Here the wording appears in the standards document as of October 5, 2020

https://www.otcmarkets.com/files/OTCQB_Standards.pdf

Point 1.4 number 5-

Refuse the application for any reason, including but not limited to stock promotion, dilution
risk, and use of “toxic” financiers 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.



Here is a document from 2017 by OTC with a definition -

https://www.otcmarkets.com/files/Best_Practices_for_Issuers_Stock_Promotion.pdf

A common form of toxic
financing is convertible debt, which converts to equity at a discount to the market price, often
with no floor. This discount can be significant and locks in a profit margin for the new equity
holders. It also places significant downward pressure on the stock. The result for investors and
issuers is a rapid, massive dilution (increase of shares outstanding relative to price-per-share) of
the stock, which ultimately may necessitate additional financing.



From this I would say that OTC has decided to restrict convertible debt and asked PCTL to deal with it before moving up.