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Going Public On The Pink Sheets Using Form 211 Brenda Hamilton
Submitted 2014-01-05 18:25:06 Private companies seeking to go public are opting to list on the OTC Markets.
OTC Pink Current tier. Companies seeking to public company status can list on the OTC Pink Current tier without filing a registration statement with the Securities & Exchange Commission (“SEC”) if they meet the minimal requirements of the OTCMarkets.
The OTC Pink Current tier is available to issuers who do not file reports with the SEC Filip Chlapik Senators Jersey , but voluntarily provide specific disclosures required by OTCMarkets through its website located at http:www.otcmarkets
Companies opting for this tier are able to provide adequate public information using the OTCMarkets website without becoming subjected to the SEC’s stringent reporting requirements.
Many private companies seeking to go public are opting for the Pink Sheets due to the increased costs and more stringent regulations associated with SEC reporting. Rule 15c2-11(“SEC Rule 15c2-11”) of the Securities Exchange Act of 1934 (the “Exchange Act”) can be used by a private company seeking to go public without an SEC registration statement.
SEC Rule 15c2-11 Requirements
In general, a private company can use g Rule 15c2-11 in its going public transaction if it meets the following criteria:
● The private company must have at least 25 or more non-affiliates that have paid cash consideration for their shares, and have owned those shares for at least 12 months;
● The private company must have at least 1 million shares outstanding, of which at least 250,000 should be unrestricted or free trading shares;
● The private company must never have been a shell company; and
● The private company must locate a sponsoring market maker to submit a Form 211 application to FINRA on its behalf.
15c2-11 Market Maker Obligations l Going Public Transactions
In order to use 15c2-11 to go public, the private company must locate a sponsoring market maker who is a FINRA member to file a 15c-211 application on its behalf. The market maker submits a 15c2-11 application (“Form 211”) to FINRA to obtain a trading symbol for the company. Once the form is filed, FINRA may comment or ask questions; the sponsoring market maker and company must respond. When FINRA is satisfied that the disclosures meet the requirements of Rule 15c2-11, a trading symbol will be assigned and the market maker can quote the company’s securities. At that time, the securities of the private company going public can be quoted by OTCMarkets on the Pink Sheets. The sponsoring market maker has the exclusive right to publish quotations for the security for 30 days. After that Erik Karlsson Senators Jersey , other market makers can “piggyback” on his Form 211, and publish their own quotations.
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