IPO Guide
Your guide to preparing to going public in 2023
The OTC Markets Group, formerly known as the National Quotation Bureau (NQB), is an organization that facilitates the trade of Over The Counter (OTC) stocks and other securities. OTC Markets maintains its own tiers and listing requirements for each. An Over The Counter stock is a financial security that does not trade on a formal stock exchange. Rather, these securities are traded through a dealer network such as OTC Market Group which include electronic quoting and lower listing requirements than a formal exchange. OTC securities are highly regulated securities by FINRA and the SEC.
The OTC Markets Group was formally established in its present form in 2010, and provides information on over 10,000 OTC securities. Presently, a network of over 100 established broker-dealers (institutions that act as a financial securities broker and/or dealers) trade on the OTC Markets system.
The OTC Markets Group platform is segregated into 3 distinct market tiers: the OTCQX, the OTCQB, and the Pink. Each of these different tiers is separated based on perceived risk levels, which depend on the quality and regularity of a listed company's reporting information and disclosures.
The OTCQX, branded as the 'OTCQX, The Best Market,' has the most stringent listing standards of the three OTC Markets.
Noteable OTCQX companies include AcuityAds Hldgs Inc. (OTCQX: ACUIF), Nouveau Monde Graphite Inc. (OTCQX: NMGRF), and CV Sciences, Inc. OTCQB. The OTCQX has different eligibility requirements depending on whether a firm is international, U.S. based, or a bank.
OTCQX U.S. Standard Requirements |
Initial |
Ongoing |
Penny Stock Rule |
Meet one of the following exemptions detailed below: Net Tangible Assets: OR Revenue: OR Bid: |
|
Bid Price |
$0.25 |
$0.10 |
Market Cap |
$10mm |
$5mm |
Price Quotes by Market Makers on OTC Link ATS |
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 Premier Requirements |
Initial |
Ongoing |
Penny Stock Rule |
Meet one of the following exemptions detailed below: Net Tangible Assets: OR Revenue: |
|
Bid Price |
$4.00 |
$1.00 |
Stockholders Equity |
$4mm |
$4mm |
Price Quotes by Market Makers on OTC Link |
1 |
4 (within 90 days) |
Public Float | 500,000 shares | 500,000 shares |
Shareholders |
100 beneficial shareholders each owning at least 100 shares |
100 beneficial shareholders each owning at least 100 shares |
Operating history |
3 years |
|
Must meet one of the following standards: | ||
Market Value Standard: | ||
Market Value of Public Float |
$15mm | $15mm |
Market Capitalization |
$50mm | $35mm |
OR |
||
Net Income Standard: | ||
Market Value of Public Float |
$1mm | $1mm |
Net Income |
$750,000 | $500,000 |
Market Capitalization |
$10mm | $5mm |
OTCQX U.S. Banks Standard Requirements |
Initial |
Ongoing |
Penny Stock Rule |
Meet one of the following exemptions detailed below: Net Tangible Assets: OR Revenue: OR Bid: |
|
Bid Price |
$1.00 |
$1.00 |
Total Assets | $100mm | $100mm |
Market Cap |
$10mm |
$5mm |
Price 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 Banks Premier Requirements |
Initial |
Ongoing |
Penny Stock Rule |
Meet one of the following exemptions detailed below: Net Tangible Assets: OR Revenue: |
|
Bid Price |
$4.00 |
$1.00 |
Total Assets |
$100mm |
$100mm |
Stockholders Equity |
$4mm |
$4mm |
Price 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 |
|
Must meet one of the following standards: | ||
Market Value Standard: | ||
Market Value of Public Float |
$15mm | $15mm |
Market Capitalization |
$50mm | $35mm |
OR |
||
Net Income Standard: | ||
Market Value of Public Float | $1mm | $1mm |
Net Income | $750,000 | $500,000 |
Market Capitalization |
$10mm | $5mm |
See our full OTCQX listing requirements and standards to get listed onto OTCQX.
OTCQB offers early stage to fully reporting companies the benefits of being a publicly traded company. Noteable OTCQB companies including Fannie Mae (OTCQB: FNMA), Freddie Mac (OTCQB: FMCC), and CV Sciences, Inc. OTCQB
Eligibility Requirements:
Get Started with our OTCQB Listing Consulting Services to learn more about these requirements. Also, learn about Colonial's Transfer Agent Services
OTCQB U.S. Standard Requirements |
Initial |
Ongoing |
Bid Price |
$0.01 (30 calendar days before applying not applicable if filing Form 211, company is traded on Qualified Foreign Exchange at price equal to or greater than $0.01) |
$0.01 (on at least one of the prior thirty calendar days) |
Public Float |
10% of total issued and outstanding shares |
Same |
Shareholders |
50 beneficial shareholders each owning at least 100 shares |
Same |
Post-qualification Requirements (in addition to those in the chart):
If you meet the standards and requirements above, we can help you with your OTCQB listing. Please contact us.
Formerly known as 'The Pink Sheets' the OTC Market Group's 'Pink' is the least regulated of the three market tiers. Branded as 'Pink, the requirements for getting listed on the Pink are as follows:
Get Started with our OTC Pink Listing Consulting Services to learn more about these requirements. Also, learn about Colonial's Transfer Agent Services
Companies that trade on the Pink include penny stocks, shells, distressed companies, delinquent companies, and companies that have limited their disclosure.
The application and annual fees for each of the OTC tiers are listed below:
Application Fees |
OTCQX |
OTCQB |
OTC Pink |
Application Fee |
$5,000 |
$5,000 |
$1,000 |
Annual Fee |
$23,000 |
$14,000 (or semi-annually $7,500) |
$5,000 |
We can help guide you through the process on making your OTC listing including:
Ready for your OTC listing? Start by completing the form below.
As a full-service transfer agency with over 30 years of industry experience, Colonial Stock Transfer can assist your firm with getting listed on the OTC Market Group's trading platform. To speak with a professional today or learn more about Colonial Stock Transfer, please contact us.