OTCQX Requirements & Fees
The OTCQX requirements support a transparent marketplace with high quality issuers, financial information disclosure and efficient trading for U.S. investors.
OTCQX has a streamlined admission process for companies that are listed on a qualified foreign stock exchange and make their home country disclosure available in English. OTCQX companies are not required to be SEC registered and can instead use SEC Rule 12g3-2b, the information supplying exemption, to provide disclosure to U.S. investors.
There are two tier levels for international companies: OTCQX International Premier and OTCQX International. In each of these tiers, qualified issuers must meet specified standards and provide ongoing public disclosure.
Designed for international exchange listed companies that are smaller than the companies traded on the OTCQX International Premier tier. Entry onto OTCQX International requires:
- Listing on a Qualified Non-U.S. Stock Exchange.
- Must meet the Initial Standards found in the chart below.
- Meet one of the following exemptions, consistent with the definition of a “Penny Stock” under Rule 3a51-1 under the Securities Exchange Act of 1934:
a. Have an inside bid quotation of five U.S. dollars or more on the home country exchange; or
b. Have net tangible assets of $2,000,000, if the issuer has been in continuous operation for at least three years, or $5,000,000, if the issuer has been in continuous operation for less than three years; or
c. Have average revenue of at least $6,000,000 for the last three years.
- Appointment of a Principal American Liaison (PAL).
- Current status regarding 12g3-2b obligations and posting in English of financial information on the OTC Disclosure and News Service.
- Proprietary priced quotations published by a Market Maker in OTC Link.
- Inclusion in the S&P or Mergent Manual for Blue Sky compliance - allowing brokers to sell the security in up to 38 states.
OTCQX International Premier
Designed for large market capitalization international exchange listed issuers, admission to this tier requires:
- Meeting all of the requirements of the OTCQX International tier.
- Meeting certain qualifications of the New York Stock Exchange's Worldwide Standards;
|OTCQX International||OTCQX |
|Total Assets||$2 million||$2 million|
|Must also satisfy one of the below||Must satisfy A or B below|
|Net Tangible Assets||$1 million|
|Revenue||$2 million||$100 million||$75 million|
|Global Market Capitalization||$5 million||$500 million||$750 million|
|Aggregate Cash Flow for last 3 years||$100 million|
|Minimum Cash Flow in each of 2 preceding years||$25 million|
1) All criteria must be met using data as of the most recent fiscal year unless otherwise noted.
2) The OTCQX International Premier criteria incorporates a portion of the NYSE Worldwide Financial Listing Standards.
For more detailed information on admission criteria, please see the OTCQX Marketplace Rules.