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.

Latest Blog Posts

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…

Uplisting from OTC Markets to Nasdaq or NYSE

Uplisting from the OTC Markets to Nasdaq or NYSE American represents a pivotal transition for emerging companies seeking greater liquidity, institutional visibility,…

When Short Sellers Hit OTC Markets Stocks – Securities Lawyer 101

Short selling — the sale of borrowed shares with the expectation of repurchasing them later at a lower price — plays a…

OTC Markets Direct: Sponsoring Market Makers Bypassed Under Rule 15c2-11

Learn how issuers can go public on the OTC Markets without a sponsoring market maker under SEC Rule 15c2-11. Hamilton & Associates…

The SEC’s Inspector General Calls for Overhaul of CorpFin’s Disclosure Review Process

The U.S. Securities and Exchange Commission’s Office of Inspector General (OIG) has released a critical audit evaluating how the Division of Corporation…

Texas Stock Exchange Nears Launch After SEC Approval — A New Challenger to NYSE and Nasdaq

Published: October 6, 2025 In a landmark decision that could alter the balance of power in U.S. capital markets, the Texas Stock…

What Happens at the SEC During a Government Shutdown?

In its “Operations Plan Under a Lapse in Appropriations and Government Shutdown,” the SEC lays out with surprising candor the bare-bones framework…

SEC Takes Action to Curb Skyrocketing Costs of Consolidated Audit Trail

The CAT, mandated by Rule 613 of Regulation NMS following the 2010 Flash Crash, was intended to enhance market surveillance by creating…

Restricted Stock Q&A — 2025 Edition

Prepared by Hamilton & Associates Law Group, P.A. www.securitieslawyer101.com Introduction Restricted and control securities are common in private placements, employee compensation, and…

Rule 144 Resales of Restricted Securities of Shell Companies and Former Shell Companies

Rule 144(i): The Restriction on Shell Company Resales - What Stockholders and Issuers need to know.

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/