Pink Current will become OTCID on July 1, 2025
Over the past 25 years, the OTC Markets Group (OTCQX: OTCM) has made many changes to modernize the OTC Markets platform. This platform facilitates trading in over 12,000 securities, totaling hundreds of billions of dollars in transactions each year. One significant change was the introduction of the OTCQX and OTCQB markets, which hold companies to higher financial and disclosure standards.
In July 2025, OTC Markets Group will make another change: replacing Pink Current with OTCID. OTCID will be a Basic Reporting Market for companies that meet a minimal current information standard and provide management certification without the qualitative standards of our OTCQX and OTCQB markets.
Issuers that do not provide updated information, ongoing reporting, and the required management certifications will see their securities transition to the Pink Limited Market or the Expert Restricted Market, whichever is applicable.
OTC Markets Group determined that the Pink Current Market limits investors’ ability to discern the level of disclosure companies actively provided versus public information. So they are making this change to help investors better understand the level of company involvement in providing and certifying the information available on our website.
In December, OTC Markets Group Executive Vice President of Corporate Services Jason Paltrowitz and General Counsel Dan Zinn sat down to discuss all the motivations behind Pink Current becoming OTCID. The video can be viewed below:
OTC Markets recently published the requirements to qualify for the OTCID Market, giving companies ample time to provide the information required to meet the new market eligibility standards. The requirements are as follows:
- Subscribe to the OTCID – Disclosure & News Service (“DNS”)
- Provide current disclosure via DNS, the SEC’s EDGAR system, or SEDAR (coming soon in 2025)
- Complete an annual Management Certification (Available to be filed January 31, 2025) or 12g3-2(b) Certification, as applicable
- Maintain a Company Verified Profile on www.otcmarkets.com via OTCIQ
- Provide share data through the Transfer Agent Verified Shares Program (Companies that act as their own transfer agent may submit share data directly to OTC Markets)
OTC Markets also provided answers to some common questions concerning the OTCID Market found below:
Q: Why are we making this change?
Our markets have evolved from the opaque, paper-based market of the last century to a fully recognized, regulated electronic market encompassing 12,000 securities, segmented based on the level of disclosure provided and company engagement.
The Pink Current Market limits investors’ ability to discern the level of disclosure companies actively provided versus public information. We are making this change to help investors better understand the level of company involvement in providing and certifying the information available on our website.
Q: What’s changing?
For Companies/ Issuers:
Many of the requirements, including the disclosure necessary to qualify for the OTCID Basic Market, will remain largely the same as the existing disclosure requirements for Pink Current Information. In addition to providing current disclosure, companies will need to provide an annual Management Certification or 12g3-2(b) Certification and ensure their company profile on www.otcmarkets.com is up to date. U.S. and Canadian companies will also need to authorize their transfer agent to provide share structure information to OTC Markets. Complete eligibility requirements will be introduced in early 2025.
For Investors and other Market Participants:
The transformation of the Pink Market into the OTCID Basic Market furthers our mission to provide better-informed, more efficient financial markets. The change signifies an important distinction between issuers providing baseline disclosure to U.S. investors and others that are unwilling or unable to. The information and data provided by companies that choose to participate in this market reflects this additional commitment.
Q: What if my company is already subscribed to the OTC Disclosure & News Service (DNS), do we need to re-apply for the OTCID Basic Market?
No, existing DNS subscribers do not need to submit a new application. Additional steps required to qualify for the OTCID Basic Market will include the filing of an annual Management Certification or 12g3-2(b) Certification, but this can be accomplished with your existing subscription.
Q: What if my company already subscribed to the OTCIQ Basic Service, do we need to apply for the OTCID Basic Market?
Yes, existing subscribers to the OTCIQ Basic Service will need to apply for the OTCID Basic Market by January 31, 2025. You will continue to be able to update your company profile information with your OTCIQ Basic Service but will not have access to the OTC Disclosure & News Service (DNS) required to fulfill the new OTCID Basic Market requirements.
Q: What happens to companies that do not qualify for the OTCID Basic Market?
By July 2025, companies that have not taken necessary action to qualify for the OTCID Basic Market will be downgraded/transitioned to the Pink Limited Market or Expert Market, as applicable. Companies that provide disclosure in compliance with SEC Rule 15c2-11 in a manner that can be confirmed by OTC Markets will be eligible for the Pink Limited Market.
Q: What is the certification process?
Companies must provide an initial certification by July 1, 2025, to qualify for the OTCID Basic Market. On an ongoing basis, companies will be required to file their certification each year with their annual report.
U.S. companies and other companies not exempt from registration under Rule 12g3-2(b) will be required to submit an annual Management Certification to confirm basic company information, including registration and reporting requirements, shell status, beneficial ownership, and convertible debt disclosure.
International companies (those listed on a non-U.S. stock exchange) are required to complete a certification of compliance with respect to Exchange Act Rule 12g3-2(b).
Q: Where can I learn more?
OTC Markets will be updating its website periodically with additional information about the introduction of the OTCID Basic Market and other relevant changes. Please continue to visit this page and sign up for the OTC Markets Newsletter.
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
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