Does Your Company Qualify?

Eligibility Standards

  • Not be a Shell Company or Blank-Check Company
  • Not be subject to any Bankruptcy or reorganization proceedings
  • Must be duly organized, validly existing and in good standing under the laws of each jurisdiction in which the Company is organized or does business
  • Submit an initial and annual OTCQX Advisor Letter

Disclosure Standards

  • Meet one of the following Reporting Standards:
    • SEC Reporting Standard
    • Regulation A Reporting Standard
    • Alternative Reporting Standard
  • Audited annual financials by a Public Company Accounting Oversight Board (PCAOB) auditor and unaudited interim financial reports, prepared in accordance with U.S. GAAP
  • Timely disclosure of material news releases

Corporate Governance Standards

  • Have a board of directors that includes at least 2 Independent Directors
  • Have an Audit Committee, a majority of the members of which are Independent Directors; and
  • Conduct annual shareholders’ meetings and make annual financial reports available to its shareholders at least 15 calendar days prior to such meetings

Financial Standards

OTCQX U.S.


  Initial Ongoing
Penny Stock Rule Meet one of the following exemptions detailed below:

Net Tangible Assets:
$5 million: Less Than 3 Years Operations
$2 million: 3+ Years Operations

OR

Revenue:
$6 million average for last 3 years

OR

Bid:
$5; and
One of the below:
Net Income: $500,000
Net Tangible Assets: $1 million
Revenues: $2 million
Total Assets: $5 million
Bid Price $0.25 $0.10
Market Capitalization $10 million $5 million
Priced Quotes by
Market Makers on OTC Link
1 2 (within 90 days)
Shareholders 50 beneficial shareholders each owning at least 100 shares 50 beneficial shareholders each owning at least 100 shares

OTCQX U.S. Premier


  Initial Ongoing
Penny Stock Rule Meet one of the following exemptions detailed below:

Net Tangible Assets:
$2 million

OR

Revenue:
$6 million average for last 3 years
Bid Price $4.00 $1.00
Stockholders Equity $4 million $1 million
Public Float 500,000 shares 500,000 shares
Priced Quotes by
Market Makers on OTC Link
1 4 (within 90 days)
Shareholders 100 beneficial shareholders each owning at least 100 shares 100 beneficial shareholders each owning at least 100 shares
Operating History 3 years
Meet one of the following Standards
Market Value Standard Market Value of Public Float $15 million $15 million
Market Capitalization $50 million $35 million
OR
Net Income Standard Market Value of Public Float $1 million $1 million
Net Income $750,000 $500,000
Market Capitalization $10 million $5 million

Notes:
1) Financial standards must be met based on audited financial statements dated within the past 15 months.
2) Public Float is defined as total shares outstanding minus shares held by officers, directors, or beneficial owners of more than 10% of the company.

For more detailed information on how to qualify for OTCQX U.S., please see the OTCQX Rules for U.S. Companies.


OTCQX Rules for U.S. Companies (Version 7.0) is applicable to companies that join OTCQX after January 1, 2016.

Companies on OTCQX as of December 31, 2015, will not be subject to the new eligibility standards in OTCQX Rules for U.S. Companies (Version 7.0) until 2017. Bid price, market capitalization and minimum market maker standards will be effective for these companies on January 1, 2017. Companies will be required to demonstrate compliance with additional financial and corporate governance standards, if applicable, no later than the publication of their annual report during calendar year 2017. OTCQX Rules for U.S. Companies (Version 6.9) will be applicable until 2017 for companies on OTCQX as of December 31, 2015.

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