Requirements for Admission to OTCQB
1.1 Eligibility Standards
To be considered for admission to OTCQB, a Company shall meet all the following conditions:
1) Audited Financials. Audited annual financial statements must be prepared in accordance
with U.S. GAAP or, for International Reporting Companies or Alternative Reporting
Companies listed on a Qualified Foreign Exchange, IFRS or an IFRS equivalent, as
applicable, containing an audit opinion that is not adverse, disclaimed, or qualified.
Audits must be conducted by an auditor registered with the Public Company Accounting
Oversight Board (PCAOB).
International Reporting Companies are exempt from the PCAOB requirement. Regulation A
Reporting Companies are exempt from PCAOB requirements for initial eligibility only;
subsequent annual financial statements are required to have a PCAOB audit.
2) Current Disclosure. Make current disclosure available pursuant to one of the following
reporting standards:
a. SEC Reporting Standard;
b. Regulation A Reporting Standard;
c. Bank Reporting Standard;
d. International Reporting Standard; or
e. Alternative Reporting Standard.
OTC Markets Group Inc.
OTCQB Standards (v 4.0 September 26, 2021) Page 2 of 18
3) Bid Price of $0.01. Have a primary class of securities with proprietary priced quotations
published by a Market Maker in OTC Link ATS with a closing bid price of at least $0.01 a) on
each of the 30 consecutive calendar days immediately preceding the Company’s application
for OTCQB and b) as of the date OTC Markets Group approves its application to join
OTCQB.
OTC Markets Group may consider an exemption if:
a) The Company is applying for admission to OTCQB in conjunction with an initial review
for quotation eligibility;
b) There has been no prior public market for the Company’s securities in the U.S. and
FINRA has recently approved a Form 211 relating to the Company’s securities with a bid
price equal or greater to $0.01; or
c) The Company’s securities are traded on a Qualified Foreign Exchange at a price equal to
or greater than $0.01.
4) An exemption from Section 1.1(3) of these OTCQB Standards may be granted by OTC
Markets Group in its sole and absolute discretion. Any such exemption is conditioned upon
the bid price for such Company’s securities remaining over $0.01 for each of the Company’s
next 30 calendar days on OTCQB. Any company granted an exemption under Section
1.1(3)(a) must satisfy the bid price requirement within three (3) business days following the
public determination that the company has satisfied the initial information review. Have at
least 50 Beneficial Shareholders, each owning at least 100 shares.
5) Have a freely traded Public Float of at least 10% of the total shares issued and outstanding
of the class of security to be traded on OTCQB.
A Company applying to OTCQB with a freely traded Public Float above 5% but below 10%
of the total shares issued and outstanding, and a market value of Public Float of at least $2
million, or that has a separate class of securities traded on a national exchange, may apply
in writing to OTC Markets Group for an exemption from this Section 1.1(5), which exemption
may be granted by OTC Markets Group in its sole and absolute discretion.
6) Not be subject to any Bankruptcy or reorganization proceedings.
7) Be duly organized, validly existing and in good standing under the laws of each jurisdiction
in which the Company is organized or does business.
8) Transfer Agent. A company incorporated in the U.S. or Canada must retain a transfer agent
that participates in the Transfer Agent Verified Shares Program. Additionally, the Company
must authorize such transfer agent to provide to OTC Markets Group, upon its request,
information related to the Company’s securities, including but not limited to shares
authorized, shares issued and outstanding, and share issuance history.
9) Corporate Governance (Required for Alternative Reporting Standard Only). Alternative
Reporting Companies are required to meet the corporate governance standards outlined
below:
a. Have a board of directors that includes at least two Independent Directors; and
b. Have an Audit Committee, a majority of the members of which are Independent
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