The OTC Markets Alternative Reporting Standard outlines disclosure requirements for non-SEC-reporting issuers on OTCIQ, including annual and quarterly reports, officer certifications, and Manager’s Certifications. Learn about compliance, common reporting mistakes, and maintaining Current Information status to avoid downgrades or suspension.
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 quotations for OTC securities only if the issuer’s disclosures are accurate, complete, and publicly available. This rule protects investors by ensuring transparency and accountability in the microcap markets.
Issuers must post timely financials, management and share-structure data, and a verified Attorney Letter with Respect to Current Information via the OTCIQ Portal or EDGAR. Non-compliance can trigger a downgrade to the Expert Market, suspending public quotations and limiting liquidity.
Hamilton & Associates Law Group, P.A., a leading securities-law firm in Boca Raton, Florida, assists issuers and market participants in maintaining Rule 15c2-11 compliance, avoiding downgrades, and preserving continuous quotation eligibility on the OTC Markets.
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 institutional investors to trade securities of issuers lacking current public information. This article explains how issuers are downgraded, who can trade, and how to restore current-information status through OTC Markets’ Information Review Process. It also outlines common compliance pitfalls, restoration steps, and best practices to maintain public quotation eligibility and investor confidence.
Hamilton & Associates Law Group, P.A. assists issuers with Rule 15c2-11 compliance, Expert Market restoration, and OTC Markets tier upgrades, ensuring continuous access to investors and trading liquidity through transparent disclosure practices.
The have intensified enforcement in the OTC Markets. The focus has shifted sharply toward broker-dealer gatekeeper obligations, fraudulent stock promotions, and manipulative trading.
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 investor perception of an OTC-traded security. The policy applies to issuers, third-party promoters, investor-relations firms, and consultants engaged by an issuer, directly or indirectly.
Issuers may now work directly with OTC Markets through its OTCIQ Portal, bypassing the sponsoring market maker while maintaining full compliance under Rule 15c2-11.
The U.S. Securities and Exchange Commission (SEC) is preparing to formalize a long-discussed “innovation exemption” by the end of 2025, according to recent statements from Chair Mark Atkins. The initiative is designed to provide regulatory flexibility for emerging… Read More
In the OTC Markets ecosystem, transfer agents play a critical — yet often overlooked — role in ensuring compliance, shareholder transparency, and investor confidence. For issuers quoted on the OTCQB, OTCQX, or Pink Current tiers, maintaining a reliable and SEC-registered transfer agent is essential to sustaining market integrity and avoiding compliance downgrades.
Uplisting from the OTC Markets to Nasdaq or NYSE American represents a pivotal transition for emerging companies seeking greater liquidity, institutional visibility, and enhanced credibility. This expanded guide outlines the financial, governance, and regulatory requirements — including SEC registration, FINRA Rule 6490 compliance, PCAOB audit standards, and market readiness — that issuers must meet to successfully uplist.
Short selling — the sale of borrowed shares with the expectation of repurchasing them later at a lower price — plays a legitimate role in market efficiency. However, in the Over-the-Counter (OTC) Markets, where liquidity and transparency remain limited, short selling can be disruptive and manipulative when misused.
Learn how issuers can go public on the OTC Markets without a sponsoring market maker under SEC Rule 15c2-11. Hamilton & Associates Law Group explains the Initial Information Review process, FINRA coordination, and ongoing disclosure obligations.
The U.S. Securities and Exchange Commission’s Office of Inspector General (OIG) has released a critical audit evaluating how the Division of Corporation Finance (“CorpFin”) conducts its disclosure review program. The report highlights procedural gaps, incomplete guidance, and inadequate… Read More
Published: October 6, 2025 In a landmark decision that could alter the balance of power in U.S. capital markets, the Texas Stock Exchange (TXSE) has received approval from the U.S. Securities and Exchange Commission (SEC) to operate as… Read More
In its “Operations Plan Under a Lapse in Appropriations and Government Shutdown,” the SEC lays out with surprising candor the bare-bones framework it must follow when Congress fails to fund it. Here’s a breakdown of what the SEC… Read More
The CAT, mandated by Rule 613 of Regulation NMS following the 2010 Flash Crash, was intended to enhance market surveillance by creating a comprehensive audit trail of trading activity.
Prepared by Hamilton & Associates Law Group, P.A. www.securitieslawyer101.com Introduction Restricted and control securities are common in private placements, employee compensation, and merger transactions. Although these shares are “restricted” at issuance, they may later become eligible for resale… Read More
Company shareholders, whether employees, founders, or early investors, are increasingly looking to secondary marketplaces like Forge Global, Nasdaq Private Market (NPM), and Illiquidx to sell the shares they purchase in exempt offerings such as Regulation D. We often… Read More
Deep-Sea Mining and Capital Markets As demand surges for strategic minerals like nickel, cobalt, manganese, and rare earths, deep-sea mining firms are increasingly turning to public markets as a path to raise the substantial capital needed for exploration,… Read More
On September 29, 2025, the U.S. Securities and Exchange Commission (SEC) issued back-to-back trading suspensions for two foreign issuers listed on the Nasdaq Capital Market, underscoring regulatory concerns about fraudulent, social-media-driven stock manipulation. These are the first SEC… Read More
Yesterday, Bollinger Innovations Inc. (BINI) (formerly Mullen Automotive, Inc. (MULN)) announced a 1:250 reverse stock split, effective Monday, September 22, 2025, in an effort to regain compliance with the Nasdaq’s minimum bid price rule. Under this plan, every… Read More
In securities law, determining whether someone is an affiliate can impact everything from the resale of shares to a company’s qualification for certain SEC filings. In other words, “affiliate” status isn’t just a label—it’s a regulatory ripple effect…. Read More
When it comes to the resale of securities, few areas of securities law generate as much scrutiny as those involving shell companies. Investors and issuers alike must navigate complex restrictions under the Securities Act, particularly the interplay of… Read More
President Donald Trump has revived an idea he first floated during his earlier administration: doing away with quarterly reporting requirements for U.S. public companies. This move aligns with President Trump’s vision of reducing bureaucratic hurdles and fostering a… Read More
A Direct Public Offering (DPO) is an effective method for going public. Private companies may also raise capital by selling securities directly to the public without intermediaries like underwriters or investment banks. T
On September 3, 2025, Nasdaq unveiled proposed updates to its listing standards, designed to strengthen investor protections and enhance market integrity. The changes come amid heightened concerns about market manipulation and liquidity in smaller company securities, and reflect… Read More
As a public company in the U.S., staying on top of your SEC reporting obligations under the Securities Exchange Act of 1934 (Exchange Act) is crucial. These requirements ensure transparency, keep investors informed about key developments, and help… Read More
A federal appeals court has ordered the Securities and Exchange Commission to take a fresh look at the economic impact of its short-sale transparency regime—a notable win for hedge fund groups that sued to block it. On August… Read More
For public companies in the U.S., the audit committee plays a critical role in maintaining investor confidence and ensuring accountability. Audit committees sit at the intersection of corporate governance, financial integrity, and risk oversight. If you serve on… Read More
In 2023 and 2024, Florida lawmakers overhauled Chapter 517, the Florida Securities and Investor Protection Act, ushering in a new era for businesses and investors. Effective October 1, 2024, these changes make it easier for Florida companies to… Read More
What Happens at the SEC During a Government Shutdown?
Posted onIn its “Operations Plan Under a Lapse in Appropriations and Government Shutdown,” the SEC lays out with surprising candor the bare-bones framework it must follow when Congress fails to fund it. Here’s a breakdown of what the SEC… Read More
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