What Is the OTCQB?
Let me explain to you what the OTCQB is—it's also known as 'The Venture Market,' and it sits in the middle tier of the over-the-counter (OTC) market for U.S. stocks. This tier was established in 2010, and it primarily features early-stage and developing companies from the U.S. and abroad that aren't ready for the higher OTCQX level but aren't as risky as those on the bottom-tier Pink Sheets.
The OTCQB took over from the Financial Industry Regulatory Authority (FINRA)-operated OTC Bulletin Board (OTCBB) as the primary venue for trading OTC securities that report to a U.S. regulator. Since there are no minimum financial standards here, you'll often find shell companies, penny stocks, and small foreign issuers listed on it.
Key Takeaways
- The OTCQB is the mid-tier OTC equity market, which lists primarily early-stage and developing companies in the U.S. and international markets.
- OTCQB companies must meet certain minimum reporting standards, pass a bid test, and undergo annual verification.
- The other OTC tiers are the highest quality OTCQX, and the most speculative Pink Sheets.
Understanding the OTCQB
You need to know that the over-the-counter or OTC market is a decentralized setup where securities not listed on major exchanges get traded directly through a network of dealers. These dealers hold inventories of securities to handle buy and sell orders, rather than matching them like the NYSE does.
The OTCQB runs through OTC Link, which is an inter-dealer quotation and trading system from OTC Markets Group. This system is registered with the Securities and Exchange Commission (SEC) as both a broker-dealer and an alternative trading system (ATS).
With OTC Link, broker-dealers can post and share their quotes, and they can also negotiate trades using the system's electronic messaging. This capability allowed it to replace FINRA’s OTCBB, which only handled quotations.
All broker-dealers trading on OTCQB, OTCQX, or OTC Pink must be FINRA members and SEC-registered, and they're subject to state securities rules. Just like with exchange-traded securities, investors get protections from unethical practices through SEC/FINRA rules on best execution, limit order protection, firm quotes, and short position disclosure.
Rules of the OTCQB
For a company to be eligible, it has to stay current with reporting, go through annual verification and certification, meet a $0.01 bid test, avoid bankruptcy, have at least 50 beneficial shareholders each with at least 100 shares, and maintain a public float over 10% of total shares outstanding—though there's some flexibility on that last one.
These companies report to a U.S. regulator like the SEC or FDIC and follow standards to boost transparency, which helps exclude those tied to stock promoters or shady operators. The annual listing fee for OTCQB is $15,600, plus a one-time application fee of $5,000.
Special Considerations
Stocks on the OTCQB come with many of the same protections as bigger, more established stocks, but they're still mostly seen as speculative penny stocks.
There's no assurance that OTCQB stocks are better quality than penny stocks on other OTC tiers or marketplaces, so I advise you to conduct thorough due diligence before investing any money.
Remember, this information isn't tax, investment, or financial advice from me or anyone—it's presented without regard to your specific objectives, risk tolerance, or circumstances, and it might not suit every investor. Investing carries risks, including potential loss of principal.
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