Glossary

“Alternative Reporting Standard" shall mean the requirement to make disclosure available through the OTC Disclosure & News Service pursuant to the Disclosure Guidelines. See Reporting Standards for more information

Receipt for shares of foreign-based companies that entitle the shareholder to all dividends and capital gains. ADRs allow Americans to buy shares of foreign-based corporations' securities at American exchanges instead of having to go to overseas exchanges.

A report providing financial information required by the SEC for all U.S. public companies to be filed annually.

The average number of daily shares traded for the past 30 days.

Bankruptcy shall mean, with respect to the Company, (i) an adjudication that it is bankrupt or insolvent, (ii) an admission of its inability to pay its debts as they mature, (iii) its making a general assignment for the benefit of creditors, (iv) its filing of a petition in bankruptcy or a petition for relief under any section of the United States Bankruptcy Code or any other bankruptcy or insolvency statute, or (v) the involuntary filing against it of any such petition that is not discharged within 60 days thereafter. OTCQX Rules and OTCQB Rules require that companies not be subject to any Bankruptcy or reorganization proceedings.

Any person who, directly or indirectly has or shares voting power of such security or investment power, which includes the power to dispose, or to direct the disposition of, such security.

The lowest price at which someone is willing to sell a security.

The highest price at which someone is willing to buy a security.

Blue Sky laws are state laws that regulate the offering and sale of securities.  The phrase “Blue Sky law” originated in the early 1900’s as a reference to the empty promises made as part of some fraudulent sales of securities.   Blue Sky laws were designed to help investors make informed decisions by mandating that companies disclose accurate and current information when offering or marketing securities.

Buyer Beware. OTC Markets Group has determined that there is a public interest concern associated with the company, which may include a spam campaign, questionable stock promotion, known investigation of fraudulent activity committed by the company or insiders, regulatory suspensions, or disruptive corporate actions.

Price change (net or percent wise) between the current price and the close from the previous trading day.

Change in Control means any events resulting in:

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;

(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;

(iii) A change in the composition of the Company’s board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or

(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

A unique identifier assigned by the SEC to all companies that file with the SEC.

The price of the last sale for a security at the end of the trading day.

A Control Dispute occurs when multiple parties claim control of a company. OTC Markets Group does not determine control or work to resolve the dispute. When OTC Markets Group becomes aware of a control dispute, our practice is to remove all control persons from the Company Profile and await resolution. Control Disputes are resolved when there is an agreement between the two parties or a court order confirming control by one party.

The highest and the lowest prices paid for a given security in the last trading day.

Companies that may not be able or willing to provide disclosure to the public markets - either to a regulator, an exchange or OTC Markets Group.

A portion of company's quarterly profit paid to its shareholders in the form of cash or stock.

Earnings per Share number reflects the company's profit divided by its number of outstanding shares. Companies usually use a weighted average number of shares outstanding over reporting term.

Calculated by multiplying the number of shares outstanding times previous close price. This number reflect the total dollar value of company's outstanding shares.

The Expert Market® serves broker-dealer pricing and investor best execution needs. Quotations in Expert Market securities are restricted from public viewing. OTC Markets Group may designate securities for quoting on the Expert Market when it is not able to confirm that the company is making current information publicly available under SEC Rule 15c2-11, or when the security is otherwise restricted from public quoting.

SEC Rule 15c2-11 establishes requirements for the publication and submission of quotations for over-the-counter securities.

A 'fail to deliver' is a transaction where one of the counterparties in the transaction fails to meet their respective obligations. For example, a broker/dealer does not deliver shares sold short.

The Financial Industry Regulatory Authority is an independent regulator for all US securities firms.

Foreign ordinary shares are equivalent to foreign common stock traded on U.S. markets. Ordinary shares are stocks bought by U.S. investors representing shares in foreign companies that are traded on their home markets, as opposed to stocks that trade in the U.S. Learn more in this FAQ on Ordinary Shares

SEC Rule 15c2-11 requires that, before a broker or dealer publishes proprietary quotes on a quotation medium, it must gather, review, and retain certain information about the issuer. The market maker must file a Form 211 with FINRA, along with two copies of the required issuer information. After a successful review, FINRA will notify the market maker that it may enter a quotation on OTC Link. Read more about the 211 filing process.

Securities enter a Grace Period when OTC Markets Group is no longer able to confirm that the issuer’s disclosure is current and publicly available as required under Rule 15c2-11. When a security enters a Grace Period, it can continue to be publicly quoted for 15 days. At the end of the 15-day Grace Period, if the required disclosure is not available, the security will move to the Expert Market for unsolicited quoting only, unless OTC Markets Group determines another exception under Rule 15c2-11 applies, such as the Large Company/ADTV exception.

Grey Market, "OTC" or "Other OTC" is a security that is not currently traded on the OTCQX, OTCQB or Pink markets. Broker-dealers are not willing or able to publicly quote OTC securities because of a lack of investor interest, company information availability or regulatory compliance.

A temporary stop to trading, usually for 30 minutes, during the time when news from the issuing company is being disseminated over the news wires. A trading halt gives investors an equal opportunity to evaluate news and make their buy, sell and hold decisions accordingly. A trading halt may also be imposed for purely regulatory reasons, either by the Nasdaq Stock Market or an exchange.

The information review requirement for broker-dealers to publish or submit initial (or resume) proprietary quotations. A broker-dealer must review the information and documents specified under SEC Rule15c2-11, confirm that such information is publicly available, and that it has a reasonable basis for believing that the information is accurate and from reliable sources. After it completes an Initial Review, the broker-dealer files a Form 211 with FINRA. OTC Markets Group may choose to conduct an Initial Review and file a Form 211 for issuers that are applying to trade on OTCQX and OTCQB.

An Independent Director means a person other than an executive officer or employee of a company or any other person having a relationship which, in the opinion of the company's board of directors, would interfere with the exercise of independent judgment in carrying out their responsibilities as a director.

The Two Independent Directors badge on a company’s profile at www.otcmarkets.com means that the company has self-reported to OTC Markets that their board of directors contains at minimum two Independent Directors.

OTCQX and OTCQB companies are subject to the definition of an Independent Director found in the OTCQX Rules and the OTCQB Standards respectively.

A company or municipality offering its securities for sale to investors.

Also known as the “ADTV and Asset Test Exception” - An exception under SEC Rule15c2-11 that allows broker-dealers to publish proprietary quotes for highly liquid securities of well-capitalized issuers that meet trading volume, asset and shareholder equity metrics, without complying with the information review requirement.

The price at which the last trade was executed in a security.

From a trading perspective, liquidity is the ability of a security to be bought or sold without causing a significant movement in the price of the security. Liquid securities may be bought and sold in large numbers without a dramatic movement in the price of the security. The opposite is true for illiquid securities. Liquidity depends on a number of forces including supply and demand, price transparency, trading history, market venue, market participants and freely tradable shares (public float).

A manual exemption generally allows for secondary trading (i.e. the purchase or sale of a security after the initial offering) of qualifying companies as long as certain financial standards are met and key information about the company is published in a nationally recognized securities manual or its electronic equivalent. Forty-five U.S. states and jurisdictions maintain some form of manual exemption, and each state generally determines which manuals qualify under its rules. The OTCQX and OTCQB markets are each recognized as the electronic equivalent of a securities manual for the purposes of state manual exemptions in a majority of states. Additional information about Blue Sky status for the OTCQX and OTCQB markets is available here.

Firms that publish bid and/or ask price(s) for a given security by using their own capital, research, retail and/or systems resources . Market Makers compete with each other for orders to buy or sell at publicly quoted prices (called making a market).

The value of the annual dividend payments after the deduction of taxes and expenses divided by the last sale of the security.

A Company’s net tangible assets is derived by subtracting intangible assets, goodwill, deferred assets and par value of preferred shares from the company’s total assets.

Net Tangible Assets = Total Assets – Total Liabilities – Intangible Assets – Goodwill – Deferred Assets – Par Value of Preferred Shares

Price for a given stock at the beginning of the trading day.

OTC Link is a centralized quotation service that collects and publishes market maker quotes for OTC securities in real time. OTC Link is a nexus of OTC dealer markets that enhances price transparency in the OTC markets so investors can more efficiently buy and sell OTC securities. OTC Link is owned and operated by OTC Markets Group Inc.

Securities quoted exclusively on OTC Link have primary venue as OTC Link. Bonds exclusively quoted on the OTC Link have primary venue as Yellow Sheets.

OTC Link LLC is a wholly-owned subsidiary of OTC Markets Group.

The OTCID Basic Market is for companies that publish baseline information, rather than meet the higher qualifications of our premium markets.

The OTCQB Venture Market is for entrepreneurial and development stage U.S. and international companies.

The OTCQX Market is our best market, for companies that meet high financial standards and are current in their disclosure.

An annual ranking of the top 50 U.S. and international companies traded on the OTCQX Best Market based on an equal weighting of one-year total return and average daily dollar volume growth.

Also known as the "Grey Market".

The total number of shares of a given security currently owned by shareholders.

P/E Ratio is calculated by dividing stock's market price by the company's earnings per share.

Penny Stocks are, generally speaking, those securities that are not listed on a national securities exchange and are priced under $5. There are exclusions for securities of issuers that have net tangible assets greater than $2 million if they have been in operation at least three years or greater than $5 million if in operation less than three years. Securities of issuers with average revenue of at least $6 million for the last three years are also not considered penny stocks. For a complete definition of a Penny Stock, see SEC Rule 3a51-1. See: SEC Rule 3a51-1 - Definition of a Penny Stock

OTC Markets Group will display a “Penny Stock Exempt” flag on www.otcmarkets.com for securities traded on the OTCQX or OTCQB markets that are exempt from the penny stock definition under SEC Rule 3a51-1 because they meet one of the following tests: 1) A price of over $5 per share, 2) the issuer has Average Revenue of at least $6 million for the last 3 years, or 3) the issuer has Net Tangible Assets in excess of $2 million if the issuer has been in continuous operations for at least 3 years or $5 million if less than 3 years. See: SEC Rule 3a51-1 - Definition of a Penny Stock

Penny Stock Rule is designed to prevent deceptive or manipulative practices. It provides that a broker cannot sell a Penny Stock to any person unless it has approved that person's account for penny stock transactions and the broker/dealer has received in writing from customer agreement to the transaction. Approving an account includes, among other things, reviewing the customer's financial data and determining the customer's suitability, including the capability to evaluate the risks of trading in penny stocks. Some types of transactions in penny stocks are exempt from these rules. Exempt transactions include those with an established customer (a customer of more than one year or one who has made at least three separate penny stock purchases) and transactions in which the customer is an institutional investor. See: SEC Schedule 15g

A Piggyback Qualified security is one that meets the requirements of the piggyback exception under SEC Rule 15c2-11 and therefore is PQE - “Piggyback” refers to broker-dealers being permitted to rely on the existing quotations of another broker-dealer that initially complied with the information review requirement of the Rule. To qualify for this exception, (1) securities must have at least a one-way, priced, proprietary quotation (bid or ask) within the past four business days; and (2) certain information must be current and publicly available or timely filed. However, the exception does not apply to securities of shell companies after a prescribed period of time, and securities subject to an SEC trading suspension order are ineligible under the exception until sixty (60) calendar days after the expiration such order.

The Pink Limited Market is for broker-dealers to publicly quote securities with limited to no issuer involvement. Pink Limited companies do not certify their compliance with established reporting standards, have limited availability of disclosure or financial information and may not support their U.S. market. These securities are identified with a yield sign to warn investors to proceed with caution.

The price of the last sale for a given security at the end of the previous trading day.

The market, exchange or quotation service where a given security is primarily quoted.

The Prohibited Service Provider List includes attorneys, accountants, auditors, investor relations firms and other service providers that have been convicted of criminal activity, are subject to an SEC or Penny Stock bar, or OTC Markets Group has determined that it cannot rely on their work. Attorneys that appear on this list may not provide Attorney Letters with respect to Current Information pursuant to OTC Markets Attorney Letter Guidelines.

Indicates that a stock is eligible for proprietary broker-dealer quotations under SEC Rule 15c2-11, either because it has been the subject of a completed Initial Review or because the stock meets the conditions for an exception such as the Piggyback Exception or the Large Company Exception, also known as the ADTV and Asset Test Exception. Securities that are PQE may also have broker-dealer quotes representing unsolicited customer orders. To confirm whether a specific security is PQE, enter the trading symbol on otcmarkets.com, select the “Quote” tab and check the Quote Eligibility status.

The total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a “10% Control Person”), or any Affiliates thereof, or any Family Members of officers, directors and 10% Control Persons. Shares subject to resale restrictions for any reason are excluded from the calculation of Public Float.

A report providing unaudited financial information required by the SEC for all U.S. public companies to be filed quarterly.

A document, usually containing a financing statement, filed with the SEC and made available to the public.

An exemption from SEC registration requirements for securities of foreign private that are listed on a non-U.S. stock exchange, make their home country disclosure available in English to U.S. investors, and meet the other requirements under the rule. For more information, see: https://www.sec.gov/rules/final/2008/34-58465.pdf.

The SEC can suspend a stock from trading for up to ten trading days when it serves the public interest and will protect investors. The SEC will act when it believes public information about a company is not current, accurate, or adequate. For stocks that trade in the OTC or the over-the-counter market, quotation does not automatically resume when a suspension ends. After a suspension, SEC regulations require a broker-dealer to review information about a company before publishing a proprietary quote. If a broker-dealer does not have confidence that a company's financial statements are current and accurate, especially in light of the questions raised by the SEC, then a broker-dealer may not publish a proprietary quote for the company's stock. However broker - dealers may publish quotes representing an unsolicited customer order.

Primary federal regulatory agency responsible for administering federal securities laws, promoting full disclosure and protecting investors against fraudulent and manipulative practices in the securities markets.

A Shell Company is a company, other than an asset-backed issuer, with no or nominal operations and either 1) no or nominal assets; 2) assets consisting of cash and cash equivalents; or 3) assets consisting of any amount of cash and cash equivalents and nominal other assets, as defined by Securities Act Rule 405 and Exchange Act Rule 12b-2. SEC reporting companies designate their shell status in their periodic filings.

The Shell Risk designation indicates that a company displays characteristics common to Shell Companies. This designation is made at OTC Markets’ sole and absolute discretion based on an analysis of the company’s annual financial data and may differ from issuers’ self-reported shell classifications in their own public filings. Our analysis evaluates asset composition, operational expenditures, and income related metrics. No action is required by a company to perform the evaluation other than publishing current annual financial information.

In limited circumstances, OTC Markets will consider removal of a company’s shell risk designation upon written request by a company. Please be advised that such requests will only be considered when there has been a material change in financial condition since the most recent fiscal year-end that is reflected in publicly available interim financial statements. Examples include a material increase in asset composition or operating revenues with related financial disclosure as a result of an acquisition or change in control transaction.

Short selling is a trading strategy where an investor, believing that a security is over-valued, borrows (from a broker-dealer or institutional investor) and sells a security and then repurchases and returns (to the broker-dealer or institutional investor) the security at a lower price. The difference between the sale price and the purchase price is the investor's profit.

Short selling is a valid trading strategy; however, there are two important points that investors must remember:

• Short selling carries with it unlimited risk because the purchase price of a security can rise to any price point. Conversely, long investors (buyers) may only lose the amount invested — if, for example, the security price drops to zero.

• Short sellers are subject to price manipulation schemes — or short squeezes. In a short squeeze, traders believing that there are a lot of short sellers begin buying shares to force the price and the short sellers losses higher. These traders hope that the short sellers will be forced to buy pushing the price even higher at which point they can sell their shares at a profit. Short squeezes are easier to execute in illiquid securities.

Enables companies to enter into the public markets by making previously restricted shares available for public trading by brokers on the OTCQX, OTCQB and Pink markets. More Information.

The Spread is a term that applies to all markets and represents the difference between the highest bid price and the lowest ask price. For example if "the bid" is $10.00 and "the ask" is $11.00, then the spread is $1.00. The spread is one of the ways that broker-dealers, specifically market makers (a type of broker-dealer that provides liquidity by quoting and trading both sides of the market), make money. In an ideal world, market makers want to buy at the bid price and sell at the ask price. This scenario allows them to have very little risk and make "the spread" on each share transacted. Unfortunately for market makers, this scenario is not extremely common due to price volatility - movements in the price of a security.

Volatility makes it possible for market makers to lose money providing liquidity to both sides of the market. Security purchases at the bid price can become unprofitable if the price quickly or significantly moves lower. Therefore, spreads tend to be wider (larger) in very volatile or illiquid (not easily tradable) securities.

Spreads are often the result of the amount of information available on a security. This information may come in the form of past trading data, news or company financials. If very little information is available on a security, spreads may be very large because the market maker does not want to be caught off guard by a better-informed investor. Conversely, active securities with current disclosure tend to have tighter spreads because market makers believe they have sufficient knowledge of the company and the security to buy and sell with confidence.

OTC investors are wise to pay attention to the spread in OTC securities.

OTC Markets designates a security with a promotion flag when it becomes aware of current stock promotion related to the issuer. The promotion flag remains on the security for 15 days following the end of the stock promotion. For more information, please see our Policy on Stock Promotion.

A system of letters used to designate a security for trading.

The change in price, either up or down.

Share data displayed on www.otcmarkets.com alongside a "Transfer Agent Verified" logo has recently been verified by the company’s transfer agent as reliable and trustworthy. This data is also disseminated through OTC Markets Group's market data feeds to investors and broker-dealers.

The Transfer Agent Verified Shares Program provides investors current and reliable share data. The program enables stock transfer agents to report their clients' share data, including authorized and outstanding shares, to OTC Markets Group on a regular basis via a secure, electronic file transfer.

OTC Markets Group is unable to verify contact information for this company.

An unsolicited quote is one which represents an "Unsolicited Customer Order". Publishing unsolicited quotes allows a broker-dealer to meet an exception to Rule 15c2-11, which requires a broker to have in its possession current information, including financial information, about the issuer of the securities. To avail itself of this exception to SEC Rule 15c2-11, a FINRA member firm must ensure that the quotation published or submitted: (1) is solely on behalf of a customer; (2) represents the customer's indication of interest; and (3) does not involve the solicitation of the customer's interest.

Indicates that a stock is not eligible for proprietary broker-dealer quotations (PQE). All quotes in the stock reflect unsolicited customer orders. UNS-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Investors may have difficulty selling this stock. An Initial Review under SEC Rule15c2-11 is required for brokers to publish competing quotes and provide continuous market making.

The Company Profile data was verified by the issuer within the previous 6 months. OTCQX Rules and OTCQB Standards require issuers to maintain a verified profile.

The total number of shares traded on a given day.

The annual rate of return on an investor's capital investment, expressed as a percentage. For bonds, yield is the coupon rate of interest divided by the purchase price.