OTC Markets Group's Policy Regarding Caveat Emptor

Caveat Emptor Logo

OTC Markets Group identifies securities with a Caveat Emptor symbol to inform investors that there may be reason to exercise additional care and perform thorough due diligence in making investment decisions for a particular security. The Caveat Emptor symbol is displayed in place of the OTCQX, OTCQB or OTC Pink marketplace designations and is distributed on market data feeds. The symbol is displayed wherever OTC Markets Group quote data is available. The designation is available to all market participants, including investors, broker-dealers, and clearing firms, so that they can make informed trading decisions.

Reasons Why a Caveat Emptor Designation is Assigned:

  • Promotion/Spam without Adequate Current Information — The security is being promoted to the public, but adequate current information about the company has not been made available to the public. Adequate current information must be publicly available during any period when a security is the subject of ongoing promotional activities. At such instances, as a matter of policy, when adequate current information is not made available, OTC Markets Group will label the security as "Caveat Emptor." Promotional activities may include spam email, unsolicited faxes or news releases, whether they are published by the company or a third party
  • Investigation of Fraud or Other Criminal Activities — There is an investigation of fraudulent or other criminal activity involving the company, its securities or insiders. When OTC Markets Group becomes aware of such investigation, the company’s securities may be subject to Caveat Emptor
  • Suspension/Halt — A regulatory authority or an exchange has halted or suspended trading for public interest concerns (i.e. not a news or earnings halt)
  • Undisclosed Corporate Actions — The security or company is the subject of a corporate action, such as a reverse merger, stock split, or name change, without adequate current information being publicly available
  • Unsolicited Quotes — The security has only been quoted on an unsolicited basis since it entered the public markets and the company has not made adequate current information available to the public
  • Other Public Interest Concern — OTC Markets Group has determined that there is a public interest concern regarding the security. Such concerns may include but are not limited to promotion, spam or disruptive corporate actions even when adequate current information is available

When Does Caveat Emptor Get Removed?

Generally, OTC Markets Group will remove the Caveat Emptor designation once the company meets the qualifications for OTC Pink Current Information or OTCQB and has displayed that there is no longer a public interest concern, typically no sooner than 30 days. For information on how to qualify for the OTC Pink Current Information marketplace designation, please visit the Upgrade to OTC Pink Current page. In order to qualify for the OTCQB marketplace, companies must be SEC reporting and current in their required SEC filings. During the time it is labeled Caveat Emptor, the security will also have its quotes blocked on www.otcmarkets.com.

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