Securities Law and Going Public Blog

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Insights on securities law, exchange listings, going public, SEC reporting, and market regulation. Stay updated with our latest articles on capital markets compliance, regulatory developments, and strategic guidance for public and private companies.

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Nasdaq Annual Meeting Rules: Q&A Guide

This question-and-answer guide covers the legal and regulatory requirements for Nasdaq-listed companies holding their annual stockholder meetings. The article focuses on the…

Tiers and Transparency: Understanding the Differences Among OTCQX, OTCQB, and OTCID Markets

The article explains the OTC Markets Group's multi-tiered disclosure framework, which categorizes companies traded on the over-the-counter (OTC) electronic quotation system. The…

Reverse Mergers and OTC Markets: Compliance After the Transaction

This article discusses reverse mergers and the crucial need for post-merger compliance to ensure trading eligibility on OTC Markets. A reverse merger,…

Why So Few Brokerage Firms Accept OTC Markets Shares — And What It Means for Investors

For many retail investors, trading or depositing shares of OTC-traded companies is challenging. A significant number of brokerage firms impose restrictions—driven by…

How Foreign Issuers Use Rule 12g3-2(b) for OTC Quotation

SEC Rule 12g3-2(b) offers a streamlined exemption for foreign private issuers to gain U.S. market visibility and access U.S. investors by qualifying…

High Risk or Hidden Opportunity? Due Diligence When Investing in OTC IPOs and Pre-IPO Shares

This article provides a comprehensive guide to due diligence for investors interested in OTC IPOs and Pre-IPO Shares, emphasizing the high-risk nature…

What Is a Direct Public Offering (DPO) on the OTC Markets?

A Direct Public Offering (DPO) on the OTC Markets allows private companies to achieve public tradability and liquidity for existing shareholders without…

Corporate Actions and Symbol Changes on OTC Markets

The article explains how public companies quoted on OTC Markets must handle corporate actions—such as name or symbol changes, stock splits, mergers,…

The Penny Stock Graveyard – The OTC Markets Expert Market Explained: What Happens When Issuers Lose Quotation Eligibility

This article explains how issuers are downgraded to the OTC Markets Expert Market after losing quotation eligibility under SEC Rule 15c2-11, how…

OTC Markets Liquidity and Price Discovery

This article from Hamilton & Associates Law Group explores liquidity and price discovery on the OTC Markets, highlighting their unique operations compared…

Material Event Reporting on the OTCID Market for Non-SEC Reporting Issuers

On July 1, 2025, OTC Markets Group replaced its Pink Current Information tier with the OTCID Market, a modernized disclosure platform aligned…

OTC Markets Issuers and SEC Reporting: Website Requirements and Best Practices (2025 Guide)

Learn the 2025 website requirements and best practices for SEC-reporting OTC Markets issuers (OTCQX, OTCQB, OTCID). Ensure compliance with Regulation FD, SEC…

OTC Markets Listing for Canadian Issuers

Canadian public companies can reach U.S. investors by dual listing on OTC Markets through the Multijurisdictional Disclosure System (MJDS). Eligible issuers may…

Compliance for Cryptocurrency and Digital-Asset Issuers on OTC Markets

Crypto and blockchain issuers seeking OTC Markets quotation must comply with SEC Rule 15c2-11 by providing transparent disclosures on token operations, financials,…

Toxic Convertible Financing and OTC Markets Issuers

This article discusses the risks and consequences of toxic convertible financing, also known as "death spiral financing," for small and emerging companies…

Comparing OTCQX, OTCQB, and OTCID: Which Tier Is Right for Your Company?

This article from Hamilton & Associates Law Group compares the three main tiers of the OTC Markets Group—OTCQX, OTCQB, and OTCID (formerly…

Form S-1 vs. Form S-3: A Practitioner’s Guide to Eligibility, Disclosure, and Incorporation by Reference (2025)

Form S-1 vs. Form S-3 — Eligibility, Disclosure Items & Incorporation by Reference (2025 Guide). Compare SEC Forms S-1 and S-3: who…

SEC Confidential Treatment Requests: Protecting Sensitive Business Information in SEC Filings (2025)

SEC Confidential Treatment Requests — How to Protect Sensitive Business Information (2025 Guide) Learn when and how to request confidential treatment from…

Uplisting from OTC Markets to Nasdaq or NYSE: The Uplisting Path and Compliance Milestones

The ultimate guide to uplisting from OTC Markets to Nasdaq or NYSE. Learn the strategic path, compliance milestones, and 'Corporate Cleanup' necessary…

Depositing OTC Markets Shares — And What It Means for Investors

For many retail investors, buying or depositing shares of OTC-traded companies is far harder than it appears. Even when a security displays…

Cautionary Tales from the OTC Markets

The OTC Markets can serve as either a launchpad to major exchanges or a dead end, depending on issuer transparency, governance, and…

Common Disclosure Deficiencies Leading to OTC Markets Suspension

The document outlines common disclosure deficiencies that lead to OTC Markets suspending or downgrading issuers under Rule 15c2-11, which requires current, publicly…

Annual and Quarterly Reporting Under the OTC Markets Alternative Reporting Standard

The OTC Markets Alternative Reporting Standard outlines disclosure requirements for non-SEC-reporting issuers on OTCIQ, including annual and quarterly reports, officer certifications, and…

Understanding Rule 15c2-11 Current Information Standard

The SEC’s Rule 15c2-11 “Current Information” standard is the foundation of OTC Markets compliance. It requires that broker-dealers may publish or maintain…

How the OTC Markets Expert Market Works – Securities Lawyer 101

The OTC Markets Expert Market is a restricted trading tier created under the SEC’s 2021 Rule 15c2-11 amendments, allowing only broker-dealers and…

SEC and FINRA Enforcement Trends in the OTC Market

The have intensified enforcement in the OTC Markets. The focus has shifted sharply toward broker-dealer gatekeeper obligations, fraudulent stock promotions, and manipulative…

Promotional Activity & Investor Relations Rules on OTC Markets

OTC Markets’ Stock Promotion Policy governs any public communication—press releases, newsletters, videos, email blasts, or social-media posts—that could influence trading activity or…

OTC Markets Direct – Bypassing the Sponsoring Market Maker Under SEC Rule 15c2-11

Issuers may now work directly with OTC Markets through its OTCIQ Portal, bypassing the sponsoring market maker while maintaining full compliance under…

SEC to Formalize “Innovation Exemption” by Year-End: What It Means for Digital Asset Issuers and Market Participants

The U.S. Securities and Exchange Commission (SEC) is preparing to formalize a long-discussed “innovation exemption” by the end of 2025, according to…

The Role of Transfer Agents in OTC Markets Compliance

In the OTC Markets ecosystem, transfer agents play a critical — yet often overlooked — role in ensuring compliance, shareholder transparency, and…

Explore our curated collection of external resources and industry links that complement our blog content. These hand-picked links provide additional perspectives on securities law, market regulations, and business compliance.

FINRA

https://www.finra.org/

JOBS Act 101

https://www.jobsact101.com/

Go Public 101

https://www.gopublic101.com/

OTC Markets

https://www.otcmarkets.com/

Securities Lawyer 101 Blog

https://ppe.securitieslawyer101.com/blog/

Securities & Exchange Commission

https://www.sec.gov/