Procedures for Determining Compliance With Filing Requirements
The procedures followed by The OTCBB Filings Department for determining a company’s compliance status with respect to the Eligibility Rule are as follows:
If an isser becomes compliant in it's required filings after it has been deleted from the OTCBB, a new Form 211 and 211 Addendum must be submitted to the NASDR OTC Compliance Unit. Only a market maker may submit these forms.
- Determine Compliance - To be compliant with the Eligibility Rule, a company must be:
- Registered with the SEC under Section 13 or 15(d) of the Securities and Exchange Act of 1934 ("Act"), an investment company registered under the Investment Company Act, an insurance company described in Section 12(g)(2)(G) of the Act, or a bank or savings association that is not required to file reports with the SEC.
- Current in its required filings. To be current, an issuer must have filed its latest required annual filing and any subsequent quarterly filings. In the alternative, an issuer may be deemed compliant if it has filed a Form 10 or a Form 10SB and has cleared all comments by the SEC.
- Process Non-Compliant Companies
- Grace Periods - Companies that file with the SEC are given a grace period of 30 calendar days. Banks and insurance companies that do not file with the SEC are given a grace period of 60 calendar days. The grace period begins on the date the symbol change notification appears on the OTCBB Daily List, not the effective date of the symbol change.
- Symbol Changes - If Nasdaq has no information that the issuer is compliant, it will append the issuer’s symbol with a fifth character of "E". Notification of a symbol change will appear on the OTCBB Daily List prior to the effective date of the change.
- Notification of Filing - Market Makers or other parties who wish to notify Nasdaq of any filing that has been made during the grace period which would bring the issuer into compliance may contact the Nasdaq via telephone or mail.
OTCBB Filings Department
9600 Blackwell Road, 5th Floor
Rockville, MD 20850
To contact Nasdaq’s OTCBB Filings Department, please call the automated service at 301-978-8095.
- Demonstrate Compliance - If Nasdaq receives notification that a delinquent issuer is compliant with the filing requirement during the grace period, the fifth character identifier ("E") will be removed. Notification of the symbol change to remove the "E" will appear on the OTCBB Daily List prior to the effective date of the change.
- Removal - If Nasdaq has no information that the issuer is compliant, upon expiration of the grace period, the issuer’s security(ies) will be removed from the OTCBB. Deletions will appear on the OTCBB Daily List prior to their effective date. Note that an issuer can request review of the decision to remove the issuer’s securities by an independent hearings panel. Additional information regarding that process can be found in our FAQs.
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