The information required in the Form 211 satisfies the current public information of Rule 15c-211. Rule 15c-211 requires that the company have current public information available before the market maker can quote the security. The market maker chosen by the company to file the Form 211 is not permitted to accept payment for his or her services.ġ5c-211 Disclosures | Going Public Transactions Market Maker Fees In Form 211 Going Public Transactions Once the sponsoring market maker has published quotations for the company’s securities for at least 30 days, other market makers can publish quotations for the security. Once this occurs, the securities of the private company going public are quoted by the OTC Markets on the OTC Pink Sheets. Once FINRA is satisfied that the disclosures satisfy the requirements of Rule 15c2-11, it will assign a trading symbol and the Market Maker can quote the company’s securities. FINRA may render comments to the Form 211 application which the sponsoring market maker and private company must respond to. In order to use Rule 15c-211 to go public, the private company must locate a sponsoring market maker to submit the Form 211 application to FINRA on its behalf. The Role of the Market Maker | Submitting Form 211 The private company has current public information available.The private company must never have been a shell company and.
#REQUISITE FORMS TO GO PUBLIC FREE#
The private company must have at least 1 million shares outstanding, of which at least 250,000 are free trading shares.The private company has at least 25 non-affiliate shareholders who paid cash consideration for their shares at least 12 months prior to the Form 211 filing date.In general, a private company can go public if: Requirements to use Form 211 | Going Public OTC Pink Sheets
The Pink Current Information tier is available to issuers who do not file reports with the SEC, but voluntarily provide specific disclosures required by OTC Markets.
As discussed below, companies who go public using Form 211 qualify for the “OTC Pink Current Information” tier. The OTC Markets categorizes issuers in tiers based upon the level of disclosure the company provides.
The OTC Markets Group operates an electronic inter-dealer quotation system called OTC Link, which broker-dealers use to trade securities not listed on a national securities-related exchange. Providing the information required by Rule 15c-211 enables market makers to publish quotes in a company’s securities. The Pink Sheets offers several listing options and provides a method for companies to comply with the adequate public information requirement of Rule 15c-211, without filing reports with the SEC. In order to go public in this manner, the private company must meet certain requirements discussed below. This enables the company to be quoted on OTC Markets Pink Sheets quotation system.
#REQUISITE FORMS TO GO PUBLIC REGISTRATION#
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 by a sponsoring market maker submitting a Form 211 with the Financial Industry Regulatory Authority (“FINRA”). Many private companies that go public are opting for the listing on the OTC Market’s OTC Pinks due to the increased costs and more stringent regulations associated with Securities and Exchange Commission (“SEC”) reporting.
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