OTC Markets OTC Pink Current Reports – Material Corporate Events

In addition to the OTC Markets requirement that public companies on the OTC Pink Market file annual and quarterly reports, all companies on the OTC Pink Market are required to promptly disclose to the public any news or information regarding matters that may be material to the issuer and its securities even if that information is negative. 

Persons with knowledge of such material events are considered to be in possession of material nonpublic information and may not buy or sell the issuer’s securities until or unless such information is made public. 

If not included in the issuer’s previous OTC Markets filings and disclosures, or if the material events occur after the publication of such OTC Markets disclosures, the public company must publicly disclose such events by disseminating a news release within four (4) business days following their occurrence and posting such news release through an Integrated Newswire or the OTC Disclosure & News Service.

Material events may include but are not limited to the following:

• Changes to the company’s shell status. Please refer to the OTC Markets’ FAQ on Shell Companies
• Changes in control of the issuer
• Departure of directors or principal officers; election of directors; appointment of principal officers
• Entry into or termination of a material definitive agreement or material agreement not made in the ordinary course of business
• Completion of an acquisition or disposition of assets, including but not limited to merger transactions
• Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of an issuer
• Triggering events that accelerate or increase a direct or contingent financial obligation, including any default or acceleration of an obligation or an obligation under an off-balance sheet arrangement
• Costs associated with exit or disposal activities, including material write-offs and restructuring; Material impairments
• Unregistered sales of equity securities
• Material modification to rights of security holders
• Changes in the issuer’s certifying accountant
• Non-reliance on previously issued financial statements or a related audit report or completed interim review
• Change in a company’s fiscal year; Amendments to articles of incorporation or bylaws that were not previously disclosed in a proxy statement or other such disclosure statement
• Amendments to the issuer’s code of ethics or waiver of a provision of the code of ethics
• Any changes to litigation the issuer may be involved in or any new litigation surrounding the issuer
• Officer, director, or insider transactions in the issuer’s securities
• Disclosure of investor relations, marketing, brand awareness, and stock promotion activities that might reasonably be expected to materially affect the market for its securities or otherwise deemed material by the issuer
• A company’s bankruptcy or receivership
• Termination or reduction of a business relationship with a customer that constitutes a specified amount of the company’s revenues
• Any material limitation, restriction, or prohibition, including the beginning and end of lock-out periods, regarding the company’s employee benefits, retirement and stock ownership plan
• Earnings releases
• Other materially different information regarding key financial or operation trends from that set forth in periodic reports

These disclosures enable investors to be aware of material events important for their investment decisions, and not disclosing material events could potentially lead to violating securities laws or other legal issues for the issuer.

For more information about this securities law blog post or to speak with a Securities Attorney, please contact Brenda Hamilton at 200 E Palmetto Rd, Suite 103, Boca Raton, Florida, (561) 416-8956, or by email at [email protected]. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as and does not constitute legal advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.

Hamilton & Associates | Securities Attorneys
Brenda Hamilton, Securities Attorney
200 E Palmetto Rd, Suite 103
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855
www.SecuritiesLawyer101.com