Quick Take: Introduction of the OTC Market’s New Tier: OTCID
February 26, 2025
This is an update to our Quick-Take article on “Introduction of the OTC Market’s New Tier: The OTCID” which can be accessed here. By way of background, on October 14, 2024, the OTC Markets Group Inc. announced that in July 2025, the Pink Current Information Market will become the OTCID and companies that do not provide updated information will be downgraded to the Pink Limited Information Market or the Expert Market.
The OTC Markets Group recently released the eligibility requirements for the OTCID market tier, and this update highlights those requirements as follows:
Subscribe to the OTCID – Disclosure & News Service (“DNS”). The DNS is a platform provided by the OTC Markets Group which facilitates communication between quoted companies and their investors. It enables quoted companies to share important disclosures, news, and updates in compliance with regulatory requirements and investor transparency expectations.
Provide Current Disclosure via DNS, the Securities and Exchange Commission’s (SEC) EDGAR System, or the Canadian SEDAR System. Companies currently or seeking to be quoted on the OTCID are required to provide current and accurate disclosures through the DNS, the SEC’s EDGAR system, or the Canadian SEDAR system. These platforms facilitate the publication of material updates and disclosures.
Complete an Annual Management Certification or 12g3-2(b) Certification. To maintain eligibility as an OTCID company, companies are required to complete an annual Management Certification, which is available for filing on January 31, 2025. This certification ensures that the company provides certain up-to-date disclosures such as information regarding its directors, officers, and major shareholders. Foreign companies may meet this requirement through a 12g3-2(b) certification which allows certain foreign private companies to be exempt from SEC registration while still providing regular updates to investors.
Maintain a Company Verified Profile on www.otcmarkets.com via OTCIQ. To be quoted as an OTCID company, a company is required to maintain a Company Verified Profile on the OTC Markets Group’s website through OTCIQ. This requirement ensures that the company provides certain key information, such as the company’s contact details, regulatory information, and share structure. Companies are designated as verified with a green check mark upon completing this verification process.
Provide share data through the Transfer Agent Verified Shares (TAVS) Program. OTCID companies are required to provide share data through the TAVS Program. This program ensures that the company’s share information, including authorized and outstanding shares, is verified and provided to the OTC Markets Group by a participating transfer agent. Consequently, it is important for companies to ensure that their transfer agent is listed as a participating transfer agent on the OTC Markets Group’s website. However, companies that serve as their own transfer agent can fulfill this requirement by submitting share data directly to OTC Markets Group.
We are well equipped to assist companies with meeting these eligibility requirements, including providing guidance on maintaining a Company Verified Profile or filing the necessary certifications, such as the Management Certification or 12g3-2(b) Certification. Given that the OTCID is set to launch by July 2025, it would be prudent for companies quoted on Pink Current Information to comply with these eligibility requirements before July 1, 2025, to prevent the consequences of non-compliance.
This update is intended for general information purposes and should not be construed as legal advice. If you have questions or would like more insights on the topic discussed, please contact any of the following members of our Corporate & Securities team:
Lynne Bolduc, Partner (lbolduc@fkbrlegal.com)
Ikechukwu Ubaka, Associate (iubaka@fkbrlegal.com)
