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OTCQB Listing Requirements

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The OTCQB® Venture Market is for entrepreneurial and development stage U.S. and international
companies. To be eligible, companies must be current in their reporting, have a minimum bid price of
$0.01, may not be in bankruptcy and must undergo an annual verification and management certification
process. These standards provide a strong baseline of transparency to improve the information and
trading experience for investors.
These OTCQB Standards consist of certain regulations adopted by OTC Markets Group to prescribe
the rights, privileges and obligations of Companies with securities traded on OTCQB. They are
intended to outline for companies and investors the standards that a company must meet to be eligible
to be traded on OTCQB and to describe the initial and ongoing disclosure OTCQB companies must
provide to the investing public.
Capitalized terms used herein are defined in Part 6 of these OTCQB Standards.

Requirements for Admission to OTCQB


1.1 Eligibility Standards
To be considered for admission to OTCQB, a Company shall meet all the following conditions:
1) Audited Financials. Audited annual financial statements must be prepared in accordance
with U.S. GAAP or, for International Reporting Companies or Alternative Reportin
Companies listed on a Qualified Foreign Exchange, IFRS or an IFRS equivalent, as
applicable, containing an audit opinion that is not adverse, disclaimed, or qualified.
Audits must be conducted by an auditor registered with the Public Company Accounting
Oversight Board (PCAOB).
International Reporting Companies are exempt from the PCAOB requirement. Regulation A
Reporting Companies are exempt from PCAOB requirements for initial eligibility only;
subsequent annual financial statements are required to have a PCAOB audit.
2) Current Disclosure. Make current disclosure available pursuant to one of the following
reporting standards:
a. SEC Reporting Standard;
b. Regulation A Reporting Standard;
c. Bank Reporting Standard;
d. International Reporting Standard; or
e. Alternative Reporting Standard.

3) Bid Price of $0.01. Have a primary class of securities with proprietary priced quotations
published by a Market Maker in OTC Link ATS with a closing bid price of at least $0.01 a) on
each of the 30 consecutive calendar days immediately preceding the Company’s application
for OTCQB and b) as of the date OTC Markets Group approves its application to join
OTCQB.
OTC Markets Group may consider an exemption if:
a) The Company is applying for admission to OTCQB in conjunction with an initial review
for quotation eligibility;
b) There has been no prior public market for the Company’s securities in the U.S. and
FINRA has recently approved a Form 211 relating to the Company’s securities with a bid
price equal or greater to $0.01; or
c) The Company’s securities are traded on a Qualified Foreign Exchange at a price equal to
or greater than $0.01.
4) An exemption from Section 1.1(3) of these OTCQB Standards may be granted by OTC
Markets Group in its sole and absolute discretion. Any such exemption is conditioned upon
the bid price for such Company’s securities remaining over $0.01 for each of the Company’s
next 30 calendar days on OTCQB. Any company granted an exemption under Section
1.1(3)(a) must satisfy the bid price requirement within three (3) business days following the
public determination that the company has satisfied the initial information review. Have at
least 50 Beneficial Shareholders, each owning at least 100 shares.
5) Have a freely traded Public Float of at least 10% of the total shares issued and outstanding
of the class of security to be traded on OTCQB.
A Company applying to OTCQB with a freely traded Public Float above 5% but below 10%
of the total shares issued and outstanding, and a market value of Public Float of at least $2
million, or that has a separate class of securities traded on a national exchange, may apply
in writing to OTC Markets Group for an exemption from this Section 1.1(5), which exemption
may be granted by OTC Markets Group in its sole and absolute discretion.
6) Not be subject to any Bankruptcy or reorganization proceedings.
7) Be duly organized, validly existing and in good standing under the laws of each jurisdiction
in which the Company is organized or does business.
8) Transfer Agent. A company incorporated in the U.S. or Canada must retain a transfer agent
that participates in the Transfer Agent Verified Shares Program. Additionally, the Company
must authorize such transfer agent to provide to OTC Markets Group, upon its request,
information related to the Company’s securities, including but not limited to shares
authorized, shares issued and outstanding, and share issuance history.
9) Corporate Governance (Required for Alternative Reporting Standard Only). Alternative
Reporting Companies are required to meet the corporate governance standards outlined
below:
a. Have a board of directors that includes at least two Independent Directors; and
b. Have an Audit Committee, a majority of the members of which are Independent
Directors.

Trusts, funds, and other similar Companies may be exempted from these corporate
governance requirements. The Company must apply in writing to OTC Markets Group for an
exemption to this Section 1.1(9), which exemption may be granted by OTC Markets Group
in its sole and absolute discretion.
A Company applying to OTCQB may submit a written request, which may be granted by
OTC Markets Group in its sole and absolute discretion, to be permitted to phase in its
compliance with the corporate governance standards set forth in this section 1.1(9) as
follows:

  1. At least one member of the Board of Directors and the Audit Committee must be
    independent at the time of application;
  2. At least two members of the Board of Directors and a majority of the members of the
    Audit Committee must satisfy the independence requirement within the later of 90
    days after the Company begins trading on OTCQB or the time of the Company’s next
    shareholder meeting. In any event, the independence requirement must be satisfied
    within one year of the Company joining OTCQB.

Application Materials

A company that wishes to be admitted to OTCQB must submit an OTCQB Application and the
following OTCQB Application Materials, through the online application portal at
https://gateway.otcmarkets.com/.
1) OTCQB Application Fee;
2) Background Check Authorization Form and, if required, a Personal Information Form for
each Executive Officer, Director, and beneficial owner of 5% or more of a class of the
Company’s securities. OTC Markets Group may exempt the Company from the requirement
to submit Personal Information Forms if the Company is applying for admission to OTCQB
immediately subsequent to delisting from a national securities exchange including the New
York Stock Exchange, NYSE MKT or Nasdaq; and
3) Current shareholder list provided by the Company’s transfer agent
A Company’s application for admission to OTCQB will not be deemed complete until all the
OTCQB Application Materials are received by OTC Markets Group.

Company’s Initial Disclosure Obligations

Once a Company’s OTCQB Application Materials, including applicable fees, have been
received by OTC Markets Group, the Company will be granted access to the OTC Disclosure &
News Service so that the Company may file its initial disclosure in compliance with this Section
1.3.
1) Financial Reporting Requirements:
a. SEC Reporting Companies must have filed all reports required to be filed on EDGAR.
b. Regulation A Reporting Companies must have filed all reports required to be filed on
EDGAR.

c. Banks Reporting Companies must have filed, through the OTC Disclosure & News
Service, all financial reports required to be filed with their Banking Regulator for the
preceding two years, including but not limited to audited financial statements for fiscal
year ends, or as long as it has been in existence, if less than two years.
d. International Reporting Companies must have filed, in English, through the OTC
Disclosure & News Service, all information, with the exception of news releases,
required to be made publicly available pursuant to Exchange Act Rule 12g3-2(b) for the
preceding two years, or as long as it has been in existence, if less than two years.
e. Alternative Reporting Companies must have filed, through the OTC Disclosure & News
Service, an information statement prepared in accordance with the OTCQX U.S. and
OTCQB Disclosure Guidelines. If the Company was an SEC Reporting Company
immediately prior to joining OTCQB and has a current 10-K or 20-F on file with the SEC,
or was a Regulation A Reporting Company immediately prior to joining OTCQB and has
a current 1-K on file with the SEC, the Company is not required to file an information
statement through the OTC Disclosure & News Service, but subsequent to joining
OTCQB must file all annual, quarterly, interim and current reports required pursuant to
the OTCQX U.S. and OTCQB Disclosure Guidelines;
2) Any insurance company must also post, through the OTC Disclosure & News Service, its
most recent “Insurance Company Annual Regulatory Statement” required to be filed with the
Commissioner of Insurance (or other officer or agency performing a similar function) of its
domiciliary State, in accordance with section 12(g)(2)(G)(i) of the Securities Exchange Act of
1934.
3) Verified Company Profile. The Company must login to www.otciq.com and verify or update
the information needed to ensure its Company Profile is current and complete in order to
maintain the “Verified Company Profile” designation publicly displayed on
www.otcmarkets.com. Profile information includes, but is not limited to, a complete list of
officers, directors and other insiders, outstanding shares, a business description, and
contact information.
4) OTCQB Certification. The Company must file, through the OTC Disclosure & News Service,
an OTCQB Certification signed by either the CEO or CFO stating the following:
a. The provision under which the Company is registered with the SEC or the applicable
exemption from SEC registration, or that the Company is a bank that is non-SEC
reporting;
b. The Company is current in its reporting obligations as of the most recent fiscal year end
and any subsequent reporting periods and that such information has been filed either on
EDGAR or the OTC Disclosure & News Service, as applicable;
c. The Company Profile displayed on www.otcmarkets.com is current and complete as of
the latest practicable date, and includes the total shares outstanding, authorized, and in
the Public Float as of that date;
d. The number of shares in the Public Float and the number of Beneficial Shareholders
holding at least 100 shares as of the latest practicable date;

e. The Company is duly organized, validly existing and in good standing under the laws of
each state or jurisdiction in which the Company is organized or does business;
f. Identify any law firm and attorney(s) that acted as the Company’s primary legal counsel
in preparing its most recent annual report. Include the firm and attorney name if outside
counsel, or name and title if internal counsel. If no attorney assisted in putting together
the disclosure, the Company must identify the person or persons who prepared the
disclosure and their relationship to the company;
g. Names and addresses of any third-parties engaged by the Company, its officers,
directors or controlling shareholders, during the period from the Company’s prior fiscal
year end to the date of this OTCQB Certification, to provide investor relations services,
public relations services, or other related services to the Company including promotion
of the Company or its securities;
h. List and describe any outstanding promissory notes, convertible notes, convertible
debentures, or any other debt instruments that may be converted into a class of the
issuer’s equity securities, including the names of noteholders and any additional details
described by the OTCQB Certification document; and
i. List of all officers, directors and 5% Control Persons (5% Control Persons are beneficial
owners of more than five percent (5%) of any class of the Company’s equity securities),
including name, address and percent of shares owned. If any of the beneficial
shareholders are corporate entities, provide the name and address of the person(s)
owning or controlling such corporate entities and the resident agents of the corporate
entities.
5) Letter of Introduction
This letter is required for International Reporting Companies that are not on the OTCQX market
immediately prior to applying for OTCQB. This letter is not required for Companies that are SEC
Reporting, Regulation A Reporting, Alternative Reporting, or Bank Reporting. A Letter of
Introduction must be provided by an OTCQB Sponsor. An OTCQB Sponsor must be a firm
already approved to sponsor Companies for the OTCQX market and published on the list found
on https://www.otcmarkets.com/corporate-services/otcqx-sponsors.
a. Content of Letter of Introduction for an International Reporting Company.
Each letter may state that it may be relied upon only by OTC Markets Group for
purposes of qualification for trading on OTCQB, but not by any other Person or for any
other reason. The OTCQB Letter of Introduction must, in substance, make the following
statements:
(i) Sponsor Qualifications. The firm has been approved by OTC Markets Group to
serve as a Sponsor for the OTCQX market and continues to satisfy the standards;
(ii) Qualified Foreign Exchange. Confirm that the securities are currently listed on a
Qualified Foreign Exchange and have not been delisted, removed or suspended
from the Qualified Foreign Exchange; and

(iii) Exchange Act Rule 12g3-2(b) Compliance. Based on available information, the
OTCQB Sponsor has a reasonable belief that the Company is in compliance with
Exchange Act Rule 12g3-2(b) or, if the Company is not in compliance with Exchange
Act Rule 12g3-2(b), the OTCQB Sponsor has a reasonable belief that the Company
is not required to register under Exchange Act Section 12(g) and is current and fully
compliant with the obligations of a Company relying on the exemption from
registration provided by Exchange Act Rule 12g3-2(b).

OTC Markets Group Review of Application

Upon receipt of the OTCQB Application Materials and required disclosures, OTC Markets Group
may:
1) Require the Company to confirm, clarify or modify any information contained in the OTCQB
Application Materials;
2) Require the Company to provide a further undertaking, including the submission of a
Personal Information Form for any executive officer, director, or beneficial owner of 5% or
more of a class of the Company’s securities, or fulfill a further condition, prior to admission;
3) Delay admission pending the completion of further due diligence;
4) Request additional verifications from a third party as applicable; or
5) Refuse the application for any reason, including but not limited to stock promotion, dilution
risk, and use of “toxic” financiers, if it determines, in its sole and absolute discretion, that the
admission of the Company’s securities for trading on OTCQB would be likely to impair the
reputation or integrity of OTC Markets Group or be detrimental to the interests of investors.
OTC Markets Group shall notify the Company if its application for OTCQB is approved. If
approved, once OTC Markets Group confirms receipt of the Company’s initial Annual Fee, OTC
Markets Group shall:
1) Designate the Company’s securities as OTCQB traded securities on OTC Markets Group’s
websites, market data products, and broker-dealer platforms;
2) Permit the Company to identify itself as an OTCQB Company on its websites and investor
relations materials, including news releases; and
3) Entitle Level 2 Quote Display service for the Company’s securities on OTC Markets Group’s
websites and the Company’s corporate websites.

Requirements for Continued OTCQB Eligibility

Ongoing Responsibilities of the Company

1) Compliance with Standards. The Company is responsible for compliance with these
OTCQB Standards and is solely responsible for the content of the Information.
2) Compliance with Laws. The Company shall comply with applicable Federal Securities Laws,
U.S. state securities laws and, if applicable, the securities laws of its country of domicile, and
shall cooperate with any U.S. federal or state securities regulator, any U.S. self-regulatory
organization, and, if applicable, securities regulators or self-regulatory organizations in its
country of domicile.
3) Payment of Fees. The Company shall pay an Annual Fee in respect of each year in which
its securities continue to be traded on OTCQB. The Annual Fee is set forth in Section 3.2 of
these OTCQB Standards. The Annual Fee is due 30 days prior to the beginning of each new
annual service period.
4) Responding to OTC Markets Group’s Requests. The Company will respond to inquiries and
requests from OTC Markets Group from time to time, including any request by OTC Markets
Group to provide a further undertaking or fulfill a further condition.

Company’s Ongoing Disclosure Obligations

1) Financial Reporting Requirements. Audited annual financial statements must be prepared in
accordance with U.S. GAAP or, for International Reporting Companies or Alternative
Reporting Companies listed on a Qualified Foreign Exchange, IFRS or an IFRS equivalent,
as applicable, containing an audit opinion that is not adverse, disclaimed, or qualified.
Audits must be conducted by an auditor registered with the Public Company Accounting
Oversight Board (PCAOB). International Reporting Companies are exempt from the
PCAOB requirement.
a. SEC Reporting Companies must file all reports required to be filed on EDGAR.
If such SEC Reporting Company is not listed on a Qualified Foreign Exchange and is an
annual SEC filer filing 20-Fs or 40-Fs, such Company shall also file a Form 6-K
containing at minimum an interim balance sheet and an income statement as of the end
of its second quarter, within six months from its second quarter end.
b. Regulation A Reporting Companies must file all reports required to be filed on EDGAR.
c. Bank Reporting Companies must file, through the OTC Disclosure & News Service, all
reports required to be filed with the Company’s Banking Regulator including Quarterly
Reports and audited Annual Reports.
d. International Reporting Companies must file, through the OTC Disclosure & News
Service, all information, in English, required to be made publicly available pursuant to
Exchange Act Rule 12g3-2(b).
International Reporting Companies must also provide Confirmation of 12g3-2(b)
Compliance through the Add Financial Report link in www.otciq.com using the Report
Type titled “12g3-2(b) Confirmation” annually.
e. Alternative Reporting Companies must file, through the OTC Disclosure & News Service,
all reports required to be filed pursuant to the OTCQX U.S. and OTCQB Disclosure
Guidelines, including Quarterly Reports and audited Annual Reports.
f. Insurance Companies must also post, through the OTC Disclosure & News Service, an
“Insurance Company Annual Regulatory Statement” required to be filed with the
Commissioner of Insurance (or other officer or agency performing a similar function) of
its domiciliary State, in accordance with section 12(g)(2)(G)(i) of the Securities Exchange
Act of 1934 by March 1 of each year.
2) Timeliness of Filings. SEC Reporting Companies and Regulation A Reporting Companies
must file annual, semi-annual, quarterly and current reports, as applicable, on EDGAR in
accordance with applicable SEC rules and regulations. Bank Reporting Companies are
required to file their disclosure through the OTC Disclosure & News Service no later than 90
days after the fiscal year end date and quarterly bank regulatory filings no later than 45 days.

after each fiscal quarter end. International Reporting Companies must file annual and
quarterly financial reports contemporaneously with submission to their Primary Regulator.
Alternative Reporting Companies must file their Annual Report no later than 90 days after
the fiscal year end and their Quarterly Report no later than 45 days after the fiscal quarter
end.
3) Notice of Inability to Timely File Reports. If a Company that is not an SEC Reporting
Company or a Regulation A Reporting Company fails to post, on a timely basis, any annual,
semi-annual, quarterly or interim report within the timeframe specified in Section 2.2(2), such
Company must file through the OTC Disclosure & News Service, no later than one business
day after the due date for such report, a notice containing the following requirements:
a. The notice must be entitled “Notification of Late Filing;” and
b. The notice must state the name of the Company, the type of report (Annual,
Quarterly or Interim) that is or will be late, the reason why the report is or will be
late, and the date that the Company expects to file the report.
4) Maintain Verified Company Profile. At least once every six months, the Company must login
to www.otciq.com and verify its Company Profile or update its Company Profile with the
information needed to ensure the Company Profile is current and complete in order to
maintain the “Verified Company Profile” designation on www.otcmarkets.com.
5) Disclosure of Convertible Debt Arrangements. The Company will promptly disclose the
issuance of any promissory notes, convertible notes, convertible debentures, or any other
debt instruments that may be converted into a class of the issuer’s equity securities. Such
disclosure should include copies of the securities purchase agreement(s) or similar
agreement(s) setting forth the terms of such arrangement, any related promissory notes or
similar evidence of indebtedness, and any irrevocable transfer agent instructions.
Companies should make such disclosure either through the SEC’s EDGAR system or the
OTC Disclosure & News Service, as applicable.
6) Compliance with Blue Sky Laws. OTCQB has been recognized for the purposes of many
U.S. state securities laws governing registration requirements for secondary market
transactions. The initial and ongoing disclosure required by these OTCQB Standards may
satisfy the applicable secondary trading exemptions for transactions in OTCQB securities,
subject to additional conditions under each state’s applicable regulations.

7) Annual OTCQB Certification. The Company must file an annual OTCQB Certification signed
by either the CEO or CFO containing the statements required in Section 1.3(3) of these
Standards. The annual OTCQB Certification must be filed through the OTC Disclosure &
News Service after the Company’s Annual report has been filed but no later than 45
calendar days after the Company’s Annual Report due date.
8) Interim Event Disclosure.
a. Timely Disclosure of Material News Releases/Developments – An OTCQB Company is
expected to release quickly to the public any news or information which might
reasonably be expected to materially affect the market for its securities.
b. An OTCQB Company should act promptly to dispel unfounded rumors which result in
unusual market activity or price variations.

c. Stock Promotion – All OTCQB Companies are subject to the OTC Markets Group Stock
Promotion Policy, as such policy may be amended from time to time. In the event that
OTC Markets Group determines, in its sole and absolute discretion, that the Company’s
OTCQB securities become the subject of promotional activities that have the effect of
encouraging trading, OTC Markets Group may require the Company to provide
additional public information regarding shareholdings of officers, directors and control
persons, confirmation of shares outstanding, and any issuance of shares in the previous
two years. The Company shall file such information through the OTC Disclosure &
News Service. OTC Markets Group may also require submission of a Personal
Information Form for any executive officer, director, or beneficial owner of 5% or more of
a class of the Company’s securities.
d. Reverse Merger or Change of Control – In the event the company undergoes a reverse
merger transaction or other change of control, the Company shall file, through the OTC
Disclosure & News Service, an interim OTCQB Certification signed by the CEO or CFO
as of the effective date of the transaction, which includes the statements required in
Section 1.3(3) of these OTCQB Standards. OTC Markets Group may require
submission of a Personal Information Form for any executive officer, director, or
beneficial owner of 5% or more of a class of the Company’s securities. OTC Markets
Group may also determine, in its sole and absolute discretion, that a complete review
must be completed, which requires the Company to submit a new OTCQB Application
and Agreement and a new OTCQB Application Fee.
e. Information required to be released quickly to the public under this section 2.2(7) should
be disclosed in a press release or through the OTC Disclosure & News Service or
through an Integrated Newswire.
9) Timely Disclosure of Material News Releases/Developments
a. An OTCQB Company is expected to release quickly to the public any news or
information which might reasonably be expected to materially affect the market for its
securities. This is one of the most important and fundamental purposes of OTCQB.
b. An OTCQB Company should also act promptly to dispel unfounded rumors which result
in unusual market activity or price variations.
c. Information required to be released quickly to the public under this Section 2.2(8) should
be disclosed in a press release through the OTC Disclosure & News Service or an
Integrated Newswire (or a combination of methods).

Standards for Continued Eligibility

To remain eligible for trading on OTCQB, the Company shall meet all the following conditions.
A Company is required to notify OTC Markets Group immediately upon learning of an event or
circumstance that causes noncompliance with these Standards for Continued Eligibility:
1) Current Disclosure. Maintain compliance with the Company’s ongoing disclosure obligations
under Section 2.2 of these OTCQB Standards;
2) Bid Price. Maintain proprietary priced quotations published by a Market Maker in OTC Link
with a minimum closing bid price of $0.01 per share on at least one of the prior thirty
consecutive calendar days;

3) Beneficial Shareholders. Have at least 50 Beneficial Shareholders, each owning at least 100
shares
4) Public Float. Have a freely traded Public Float of at least 10% of the total shares issued and
outstanding of the class of security trading on OTCQB.
Alternatively, a Company with a freely traded Public Float above 5% but below 10% of the
total shares issued and outstanding, and a market value of Public Float of at least $2 million,
or that has a class of securities traded on a national exchange, may apply in writing to OTC
Markets Group for an exemption from this Section 2.3(4), which exemption may be granted
by OTC Markets Group in its sole and absolute discretion.
A Company must submit updated Public Float information through OTCIQ in the event there
is a material change in its Public Float.
5) Not be subject to any Bankruptcy or reorganization proceedings;
6) Be duly organized, validly existing and in good standing under the laws of each jurisdiction
in which the Company is organized or does business; and
7) Transfer Agent. A Company incorporated in the U.S. or Canada must maintain a transfer
agent that participates in the Transfer Agent Verified Shares Program. Upon the Company’s
appointment of a new transfer agent, the Company shall notify OTC Markets Group of the
name and current address of such transfer agent. The Company shall continue to authorize
the transfer agent to provide to OTC Markets Group information related to the Company’s
securities, including but not limited to shares authorized, shares issued and outstanding,
and share issuance history to OTC Markets Group.
8) Corporate Governance Standards. If any Alternative Reporting Company, or any other
Company notified by OTC Markets Group, fails to comply with the corporate governance
requirements set forth in Section 1.1(9) of these OTCQB Standards, the Company shall:
a. Notify OTC Markets Group immediately upon learning of the event or circumstance
that caused the noncompliance; and
b. Regain compliance with the requirement by the earlier of its next annual
shareholders meeting or the date that is one year from the occurrence of the event
that caused the noncompliance.

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NASDAQ Capital Market Listing Requirements

5505. Initial Listing of Primary Equity Securities

A Company applying to list its Primary Equity Security on the Capital Market must meet all of the requirements set forth in Rule 5505(a) and at least one of the Standards in Rule 5505(b).

(a) Initial Listing Requirements for Primary Equity Securities:

(1) (A) Minimum bid price of $4 per share; or

(B) Minimum closing price of $3 per share, if the Company meets the requirements of the Equity or Net Income Standards under Rules 5505(b)(1) or (b)(3), or of $2 per share, if the Company meets the requirements of the Market Value of Listed Securities Standard under Rule 5505(b)(2), provided that in either case the Company must also demonstrate that it has net tangible assets (i.e., total assets less intangible assets and liabilities) in excess of $2 million, if the issuer has been in continuous operation for at least three years; or net tangible assets in excess of $5 million, if the issuer has been in continuous operation for less than three years; or average revenue of at least $6 million for the last three years. A security must meet the applicable closing price requirement for at least five consecutive business days prior to approval.

For purposes of this paragraph (B), net tangible assets or average revenues must be demonstrated on the Company’s most recently filed audited financial statements filed with, and satisfying the requirements of, the Commission or Other Regulatory Authority, and which are dated less than 15 months prior to the date of listing.

(2) At least 1,000,000 Unrestricted Publicly Held Shares;

(3) (i) At least 300 Round Lot Holders; and (ii) at least 50% of such Round Lot Holders must each hold Unrestricted Securities with a Market Value of at least $2,500; provided that (ii) shall not apply to a Company whose business plan is to complete one or more acquisitions, as described in IM-5101-2;

(4) At least three registered and active Market Makers;

(5) If the security is trading in the U.S. over-the-counter as of the date of application, such security must have a minimum average daily trading volume of 2,000 shares over the 30 trading day period prior to listing (including trading volume of the underlying security on the primary market with respect to an ADR), with trading occurring on more than half of those 30 days, unless such security is listed on the Exchange in connection with a firm commitment underwritten public offering of at least $4 million; and

(6) In the case of ADRs, at least 400,000 issued.

(b) Initial Listing Standards for Primary Equity Securities:

(1) Equity Standard

(A) Stockholders’ equity of at least $5 million;

(B) Market Value of Unrestricted Publicly Held Shares of at least $15 million; and

(C) Two year operating history.

(2) Market Value of Listed Securities Standard

(A) Market Value of Listed Securities of at least $50 million (current publicly traded Companies must meet this requirement and the price requirement for 90 consecutive trading days prior to applying for listing if qualifying to list only under the Market Value of Listed Securities Standard);

(B) Stockholders’ equity of at least $4 million; and

(C) Market Value of Unrestricted Publicly Held Shares of at least $15 million.

(3) Net Income Standard

(A) Net income from continuing operations of $750,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years;

(B) Stockholders’ equity of at least $4 million; and

(C) Market Value of Unrestricted Publicly Held Shares of at least $5 million.

NASDAQ Global Market Listing Requirements

Initial Listing Requirements and Standards for Primary Equity Securities

A Company applying to list its Primary Equity Security on the Global Market shall meet all of the requirements set forth in Rule 5405(a) and at least one of the Standards in Rule 5405(b).

(a) Initial Listing Requirements for Primary Equity Securities:

(1) Minimum bid price of at least $4 per share;

(2) At least 1,100,000 Unrestricted Publicly Held Shares;

(3) (i) At least 400 Round Lot Holders; and (ii) at least 50% of such Round Lot Holders must each hold Unrestricted Securities with a Market Value of at least $2,500; provided that (ii) shall not apply to a Company whose business plan is to complete one or more acquisitions, as described in IM-5101-2;

(4) If the security is trading in the U.S. over-the-counter market as of the date of application, such security must have a minimum average daily trading volume of 2,000 shares over the 30 trading day period prior to listing (including trading volume of the underlying security on the primary market with respect to an ADR), with trading occurring on more than half of those 30 days, unless such security is listed on the Exchange in connection with a firm commitment underwritten public offering of at least $4 million; and

(5) In the case of ADRs, at least 400,000 issued.

(b) Initial Listing Standards for Primary Equity Securities:

(1) Income Standard

(A) Annual income from continuing operations before income taxes of at least $1,000,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years;

(B) Stockholders’ equity of at least $15 million;

(C) Market Value of Unrestricted Publicly Held Shares of at least $8 million; and

(D) At least three registered and active Market Makers.

(2) Equity Standard

(A) Stockholders’ equity of at least $30 million;

(B) Two-year operating history;

(C) Market Value of Unrestricted Publicly Held Shares of at least $18 million; and

(D) At least three registered and active Market Makers.

(3) Market Value Standard

A Company listed under this paragraph does not also need to be in compliance with the quantitative criteria for initial listing in the Rule 5500 series.

(A) Market Value of Listed Securities of $75 million (current publicly traded Companies must meet this requirement and the $4 bid price requirement for 90 consecutive trading days prior to applying for listing if qualifying to list only under the Market Value Standard);

(B) Market Value of Unrestricted Publicly Held Shares of at least $20 million; and

(C) At least four registered and active Market Makers.

(4) Total Assets/Total Revenue Standard

A Company listed under this paragraph does not also need to be in compliance with the quantitative criteria for initial listing in the Rule 5500 series.

(A) Total assets and total revenue of $75 million each for the most recently completed fiscal year or two of the three most recently completed fiscal years;

(B) Market Value of Unrestricted Publicly Held Shares of at least $20 million; and

(C) At least four registered and active Market Makers.

NASDAQ Global Select Listing Requirements

Initial Listing Requirements for Primary Equity Securities

For inclusion in the Global Select Market, a Company must meet all requirements in Rule 5315(e), all applicable requirements of Rules 5315(f)(1), 5315(f)(2) and 5315(f)(3) and all applicable requirements in the Listing Rules.

However, if a Company is a closed end management investment company registered under the Investment Company Act of 1940, it must meet all requirements in Rule 5315(e), all applicable requirements in each of Rules 5315(f)(1) and 5315(f)(2), but not requirements of 5315(f)(3).

(c) A closed end management investment company that is listed concurrently with other closed end management investment companies that have a common investment adviser or whose investment advisers are “affiliated persons” as defined in the Investment Company Act of 1940 (a “Fund Family”) shall be eligible if:

(1) the total Market Value of Unrestricted Publicly Held Shares in such Fund Family is at least $220 million;

(2) the average Market Value of Unrestricted Publicly Held Shares for all funds in the Fund Family is $50 million; and

(3) each fund in the Fund Family has a Market Value of Unrestricted Publicly Held Shares of at least $35 million.

(d) A business development company as defined in Section 2 of the Investment Company Act of 1940 must meet all requirements in Rule 5315(e), and all applicable requirements in each of Rules 5315(f)(1) and 5315(f)(2), but not the requirements in 5315(f)(3). In lieu of meeting Rule 5315(f)(3), a business development company must have a Market Value of Listed Securities of at least $80 million.

(e) The Primary Equity Security shall meet all of the following:

(1) If the Company is not listed on the NGM, a bid price of at least $4 per share;

(2) At least 1,250,000 Unrestricted Publicly Held Shares;

(3) Market Makers

A Company that meets the requirements of the NGM Income Standard ( Rule 5405(b)(1)) or the NGM Equity Standard ( Rule 5405(b)(2)) shall have at least three registered and active Market Makers. Otherwise, a Company shall have at least four registered and active Market Makers;

(4) If the security is trading in the U.S. over-the-counter market as of the date of application, such security must have a minimum average daily trading volume of 2,000 shares over the 30 trading day period prior to listing (including trading volume of the underlying security on the primary market with respect to an ADR), with trading occurring on more than half of those 30 days, unless such security is listed on the Exchange in connection with a firm commitment underwritten public offering of at least $4 million; and

(5) In the case of ADRs, at least 400,000 issued.

(f)

(1) Ownership Requirement

The Primary Equity Security shall meet no less than one of the following:

(A) At least 550 Total Holders and an average monthly trading volume over the prior 12 months of at least 1,100,000 shares per month; or

(B) At least 2,200 Total Holders; or

(C) (i) A minimum of 450 Round Lot Holders; and (ii) at least 50% of such Round Lot Holders must each hold Unrestricted Securities with a Market Value of at least $2,500; provided that (ii) shall not apply to a Company whose business plan is to complete one or more acquisitions, as described in IM-5101-2.

(2) Market Value Requirement

The Unrestricted Publicly Held Shares shall meet one of the following:

(A) A Market Value of at least $110 million; or

(B) A Market Value of at least $100 million, if the Company has stockholders’ equity of at least $110 million; or

(C) A Market Value of at least $45 million in the case of: (i) a Company listing in connection with its initial public offering; and (ii) a Company that is affiliated with, or a spin-off from, another Company listed on the Global Select Market; or

(D) A Market Value of at least $70 million in the case of a closed end management investment company registered under the Investment Company Act of 1940.

(3) Valuation Requirement

A Company, other than a closed end management investment company, shall meet the requirements of sub-paragraph (A), (B), (C), or (D) below:

(A) (i) Aggregate income from continuing operations before income taxes of at least $11 million over the prior three fiscal years, (ii) positive income from continuing operations before income taxes in each of the prior three fiscal years, and (iii) at least $2.2 million income from continuing operations before income taxes in each of the two most recent fiscal years; or

(B) (i) Aggregate cash flows of at least $27.5 million over the prior three fiscal years, (ii) positive cash flows in each of the prior three fiscal years, and (iii) average market capitalization of at least $550 million over the prior 12 months and total revenue of at least $110 million in the previous fiscal year; or

(C) (i) Average market capitalization of at least $850 million over the prior 12 months, and (ii) total revenue of at least $90 million in the previous fiscal year; or

(D) (i) Market capitalization of at least $160 million, (ii) total assets of at least $80 million, and (iii) stockholders’ equity of at least $55 million.

NYSE American Listing Requirements

Companies must meet minimum listing requirements that include a specific financial liquidity and corporate governance criteria. NYSE American also maintains the right to deny an application if they believe it is necessary to protect investors, even if all of the technical requirements have been met. Typically, the NYSE American would reject an application for the nature of the company’s business, regulatory history and future projections, and reputation of management. As one of the most prestigious exchanges to be listed on, the NYSE American affords its patron companies many opportunities not found elsewhere. To gain an initial listing, companies must meet one of the following standards: (variations for Standard 1, 2, 3 ,4a , 4b) Standard 1 :
  1. Pre-tax income of at least $750,000
  2. Market Value of Public Float of at least $3 Millions
  3. Stockholders Equity of $4Million
  4. Minimum Price of 3$
Standard 2 :
    1. Market Value of Public Float of at least $15 Million
    2. Stockholders Equity of $4Million
    3. Minimum Price of 3$
    4. Operating History of 2 years
Standard 3 :
    1. Market Cap of at least $50 Million
    2. Market Value of Public Float of $15 Million
    3. Stockholders Equity of $4 Million
    4. Minimum Price of 2$
Standard 4 (a) (b) :
    1. Market Cap (a) $75 Million
    2. Total Assets and Total Revenue (b) of $75 Million
    3. Market Value (a/b) of $20 Million
    4. Minimum Price (a/b) of $3
Companies are also required to meet one of the following standards: Public Sharelholder of  (option 1)800, (options 2)400,  (option 3) 400 Public Float of (option 1) 500,000, (options 2) 1,000,000 or (option 3) 500,000 or Daily Trading Volume 6 months prior (option 3 ) 2000 shares

NYSE ARCA Listing Requirements

The NYSE ARCA caters to small, medium, and large cap companies, as well as Exchange-Traded Products (ETPs). The ETPs that the exchange supports includes: Exchange-Traded Funds (ETFs), Exchange-Traded Notes (ETNs), and Exchange Traded Vehicles (ETVs). They NYSE ARCA currently represents over 90% of all ETPs traded in the U.S.

The listing standards for the NYSE ARCA are as follows:

Basic Listing Standards

  • At least 500,000 publicly held shares and a market value of at least $3,000,000.
  • At least 800 public beneficial holders if the issuer has at least 500,000 and less than 1,000,000 shares publicly held, or a minimum of 400 public beneficial holders if the issuer has either:
    • At least 1,000,000 shares publicly held; or
    • At least 500,000 shares publicly held and average daily trading volume in excess of 2,000 shares for the six months preceding the date of application.
  • Net worth of at least $4,000,000.
  • Pre-tax income from continuing operations of at least $750,000 in the last fiscal year or two of the last three fiscal years.
  • The maintenance of at least $5 per share closing bid price for a majority of business days for the most recent six-month period prior to the date of application by the issuer. To meet this price requirement, the bid closing price must be at or above $5 per share at the time of application.

Alternative Listing Standards

  • At least 1,000,000 publicly held shares and a market value of at least $15,000,000.
  • At least 400 public beneficial holders.
  • Net worth of at least $12,000,000.
  • The maintenance of at least $3 per share closing bid price for a majority of business days for the most recent six-month period prior to the date of application by the issuer. To meet this price requirement, the bid price must close at or above $3 per share at the time of application.
  • An operating history of at least three continuous years.

OTC PINK Listing Requirements

Requirements to use Form 211 | Going Public OTC Pink Sheets

In general, a private company can go public if:

  • The private company has at least 25 non-affiliate shareholders who paid cash consideration for their shares at least 12 months prior to the Form 211 filing date;
  • The private company must have at least 1 million shares outstanding, of which at least 250,000 are free trading shares;
  • The private company must never have been a shell company; and
  • The private company has current public information available.

OTCQB Listing Requirements

Eligibility Standards

To be considered for admission to OTCQB, a Company shall meet all the following conditions:

1) Audited Financials. Audited annual financial statements must be prepared in accordance with U.S. GAAP or, for International Reporting Companies or Alternative Reporting Companies listed on a Qualified Foreign Exchange, IFRS or an IFRS equivalent

2) Current Disclosure: Make current disclosure available pursuant to one of the qualified listed reporting standards: 

3) Bid Price of $0.01. Have a primary class of securities with proprietary priced quotations published by a Market Maker in OTC Link ATS with a closing bid price of at least $0.01 a) on each of the 30 consecutive calendar days immediately preceding the Company’s application for OTCQB

4) An exemption from Section 1.1(3) of these OTCQB Standards may be granted by OTC Markets Group in its sole and absolute discretion. Have at least 50 Beneficial Shareholders, each owning at least 100 shares.

5) Have a freely traded Public Float of at least 10% of the total shares issued and outstanding of the class of security to be traded on OTCQB., exemption may be granted by OTC Markets Group in its sole and absolute discretion.

6) Not be subject to any Bankruptcy or reorganization proceedings.

7) Be duly organized, validly existing and in good standing under the laws of each jurisdiction in which the Company is organized or does business.

8) Transfer Agent. A company incorporated in the U.S. or Canada must retain a transfer agent that participates in the Transfer Agent Verified Shares Program.

Corporate Governance (Required for Alternative Reporting Standard Only).

  • Have a board of directors that includes at least two Independent Directors; and
  • Have an Audit Committee, a majority of the members of which are Independent Directors. 
  • At least two members of the Board of Directors and a majority of the members of the Audit Committee must satisfy the independence requirement within the later of 90 days after the Company begins trading on OTCQB or the time of the Company’s next shareholder meeting.

Financial Reporting Requirements: a. SEC Reporting Companies must have filed all reports required to be filed on EDGAR. b. Regulation A Reporting Companies must have filed all reports required to be filed on EDGAR.

NYSE LISTING REQUIREMENTS

Have at Least 400 Shareholders

To qualify for NYSE listing, a company must have at least 400 shareholders who own more than 100 shares of stock, have at least 1.1 million shares of publicly traded stock and have a market value of public shares of at least $40 million. The stock price must be at least $4 a share. Initial public offerings, spin-offs from existing companies or affiliates need a market value of at least $100 million.

Meet the Basic Earnings Standard

In order to order to get listed on the NYSE, a company also must be profitable and it has to meet one of two basic earnings standards. The first is aggregate pre-tax income of $10 million for the previous three years, with at least $2 million in each of the two most recent years. An alternate is $200 million in global market capitalization. In each case, the company still has to meet the shareholding threshold.

Global Considerations

The NYSE has stricter standards for worldwide trading. The $4 share price and $100 million market value apply, but a company must have at least 2.5 million shares outstanding and 5,000 public shareholders. In the case of a non-American company whose home market does not have “registered” shareholders, the NYSE requires that a member brokerage firm attest to the depth of market and liquidity of the company’s stock.

File an Application

Assuming as company meets the required standard, getting listed on the NYSE is simply a case of filing an application with an agreement to meet NYSE guidelines and requirements. That also must include the articles of incorporation, company by-laws and resolutions, and information on the organization, including contact details for key executives and affirmation that none has a felony conviction. NYSE also requires a letter from security underwriters that the company meets listing standards.

NYSE Can Reject Unsuitable Companies

The NYSE has broad discretion in listing companies and will list only shares it deems suitable for the market’s auction trading process, in which buy and sell orders are matched on the exchange floor. It can apply more stringent criteria, even if a company meets the basic securities and financial criteria. A company that is accepted for listing can expect trading of shares to start in four to six weeks.

OTCQX Listing Requirements

The OTCQX listing requirements necessitates that a company meets the following:
  • A transfer agent that participates in the Transfer Agent Verified Shares Program.
  • Comply with SEC Reporting (Exchange Act reporting standard or Regulation A), International Reporting, Bank Reporting, or OTC Alternative Reporting Guidelines.
  • Audited financial statements that comply with US GAAP (for International and Alternative Reporting Companies listed on a Qualified Foreign Exchange, a valid auditing opinion) with a Balance Sheet dated within 15 months by a PCAOB auditor.
  • Have proprietary quotes by at least one Market Maker in OTC Link ATS (companies filing Form 211 shall have 3 business days to meet this requirement)
  • Have a minimum bid price of $0.25 per share and $10 million market capitalization on each day for the first 30 consecutive calendar days preceding Application Day. (exemptions for companies submitting Form 211 applications)
  • Have on-going operations and not be a shell company.
  • Not going through bankruptcy or reorganization.
  • Have at least 50 round-lot beneficial shareholders (each owning at least 100 shares).
  • Have a freely traded Public Float of 10% or more of total outstanding shares.
  • Obtain an OTCQX Sponsor
  • For International Reporting, comply with OTCQX Rules and publish required disclosures in English, as specified in 12g3-2(b).
  • Publish Annual reports, call reports and other disclosures required by bank regulators.

Corporate Governance requirements:

  • Have a board of directors with 2 independent directors
  • Have an audit committee with the majority being independent director

    • For further information view our page on OTCQX Requirements and application process.

    Going Public vs. Reverse Merger

    Going Public Via Reverse Merger

    A reverse merger transaction is one in which a private operating entity merges with a public shell company, resulting in the private operating company becoming public. Generally, the shareholders of the private operating company will exchange their ownership in the private company for a majority stake in the public shell company. A “shell company” is an entity that has no or nominal operations and no assets or assets consisting solely of cash and cash equivalents. A reverse merger is an alternative method of going public (as opposed to an IPO, DPO or private placement followed by the registration process).

    A reverse merger is often structured as a reverse triangular merger. In that case, the public shell forms a new subsidiary which new subsidiary merges with the private operating business. At the closing, the private company shareholders still exchange their ownership for shares in the public company and the private operating business becomes a wholly owned subsidiary of the public company. The primary benefit of the reverse triangular merger is the ease of shareholder consents. That is because the sole shareholder of the acquiring entity is the public company. The directors of the public company can approve the transaction on behalf of the acquiring subsidiary, avoiding the necessity of meeting the proxy requirements of the Securities Exchange Act of 1934.

    The advantages of a reverse merger revolve around time. A reverse merger transaction can be completed very quickly and efficiently. The disadvantages of a reverse merger generally revolve around undisclosed prior issues or liabilities with the public shell, including issues that could affect DTC eligibility. This primary disadvantage can be addressed by hiring competent securities counsel to assist with the due diligence process. Another disadvantage involves cost; a reverse merger transaction, although substantially quicker than an IPO, can cost substantially more. In addition to legal and accounting fees, a private entity must purchase the public shell itself.

    Like any transaction involving the sale of securities, the issuance of securities to the private company shareholders must either be registered under Section 5 of the Securities Act or by subject to an available exemption from registration. Generally, shell companies rely on Section 4(2) or Rule 506 of Regulation D under the Securities Act for such exemption.

    A reverse merger is a going public transaction but not a capital raising transaction.  Generally companies completing a reverse merger simultaneously complete a private placement transaction for fund raising.

    Finra and DTC

    FINRA and DTC

    For companies going public on the OTC Markets, following the effectiveness of the S-1 registration statement, the company will need to engage the services of a market maker to file a 15c2-11 application with FINRA to obtain permission to quote and trade the stock and to receive a trading symbol. FINRA is the self-regulatory body which overseas trading on the over-the-counter market. On the most basic level, FINRA issues trading symbols to company’s trading on the over-the-counter market (including the Pink Sheets, OTCQB and OTCQX).

    The Depository Trust Company (DTC) provides the clearing and settlement services for all the electronic trading of securities in the United States. Over the past year, DTC eligibility has become a concern for many OTC issuers. The DTC has become active in reviewing the securities of issuers and requiring that an issuer be able to prove, to the DTC’s satisfaction, that all shares trading electronically are indeed legally entitled to do so. This includes shares that may have been issued in a predecessor company many years before and for which records may not be available.

    Obtaining and maintaining eligibility is of the utmost importance for the smooth trading of an issuer’s float in the secondary market. Moreover, DTC eligibility is a prerequisite for OTC issuers’ shareholders to deposit securities with their brokers and have such securities be placed in street name.

    Anthony L.G. stays current with all DTC issuer requirements to assist clients in avoiding unnecessary disruptions to their stocks trading activity and to remove DTC chills and locks whenever possible.

    Listing on a National Exchange

    Listing on a National Exchange

    There are currently registered stock exchanges in the United States, however, the most common exchanges for small cap and middle market companies are the NYSE including the NYSE American and NASDAQ.  Both exchanges have quantitative and qualitative listing standards and ongoing corporate governance requirements for listed companies.  For a complete list of NYSE American listing requirements see my blog on the topic HERE and for a complete list of NASDAQ listing requirements see by blog HERE.  The attorneys at Anthony L.G. assist companies with the preparation for and application process to list on an exchange as well as compliance with ongoing listing requirements.

    Private Placement

    Private Placement Followed by Registration of Securities

    A public company, by definition, has public shareholders. Reverse mergers, IPO’s and DPO’s all result in a public shareholder base. Another option for a company going public directly is to complete a private placement; selling shares to unaffiliated third parties and then filing an S-1 resale registration statement as to those shares. Each of these options results in an unaffiliated public shareholder base. Simply stated, all of these aforementioned processes result in a company going public.

    The S-1 resale registration statement filed on behalf of selling shareholders contains substantially the same required information as an S-1 registration statement filed on behalf of the company itself.

    The main benefit to a private company going public through the filing of an S-1 Registration Statement as opposed to a reverse merger is that the company does not have to be concerned about undisclosed, potential or contingent liabilities.  Moreover, the SEC rules relating to shell companies (such as Rule 144 and Rule 145) prevent the operating company’s shareholders from selling stock using the Rule 144 exemption for twelve months following the completion of the merger. Furthermore, companies completing a reverse merger may face reputational challenges.  Finally, if not completed correctly, the newly merged entity may face trading difficulties with either or both FINRA and DTC.

    S1 Regulations

    There are four primary regulations governing the preparation and filing of Form S-1:

    (i) Regulation C – contains the general requirements for preparing and filing the Form S-1. Included within Regulation C are regulations and procedures related to (a) the treatment of confidential information; (b) amending a registration statement prior to effectiveness; (c) procedures to file a post-effective amendment; and (d) the “Plain English” rule

    (ii) Regulation S-T – requires that all registration statements, exhibits and documents be electronically filed through the SEC’s EDGAR system and must include interactive data using the XBRL process.

    (iv) Regulation S-K – sets forth, in detail, all the disclosure requirements for all the sections of the S-1. Regulation S-K is the who, what, where, when and how requirements to complete the S-1.

    (v) Regulation S-X – sets forth the requirements with respect to the form and content of financial statements to be filed with the SEC. Regulation S-X includes general rules applicable to the preparation of all financial statements and specific rules pertaining to particular industries and types of businesses.

    Both the Securities Act of 1933, as amended (“Securities Act”) and the Securities Exchange Act of 1934, as amended (“Exchange Act”) provide remedies to investors in the IPO and DPO process. The basic premise of such liability is that either an investor was not given an opportunity to review investment disclosure documents prior to making the investment, or such disclosure documents contained inaccurate information or failed to contain material information. The bottom line is that if an officer or director signs a registration statement which is filed with the SEC and which contains misstatements or fails to contain material information, they may be subject to liability on two fronts – from the SEC in an enforcement proceeding, and from individuals and entities in a private civil claim.

    Your Going Public Transaction with Us

    In an initial public offering (IPO), a company goes public directly by filing an S-1 registration statement for the public sale of its stock. That sale of stock can be by the company using an underwriter, which is known as an IPO. Alternatively, many issuers are choosing to self-underwrite their public offerings, commonly referred to as a Direct Public Offering (DPO). But of course, the process is highly regulated and without experienced legal counsel can be difficult, expensive and time-consuming.

    Pursuant to Section 5 of the Securities Act of 1933, as amended (“Securities Act”), it is unlawful to “offer” or “sell” securities without a valid effective registration statement, unless an exemption is available. Companies desiring to offer and sell securities to the public must file with the SEC and provide prospective investors all material information concerning the company and the securities offered. The Securities Act sets forth in-depth rules on what constitutes material information, and on what forms and in what format that material information must be disclosed.

    Rule 404(a) of the Securities Act sets forth the basic requirements for a registration statement. Rule 404(a) reads in part:

    “A registration statement shall consist of the facing sheet of the applicable form; a prospectus containing the information called for by Part 1 of such form; the information, list of exhibits, undertakings and signatures required to be set forth in Part II of such form; financial statements and schedules; exhibits; any other information or documents filed as part of the registration statement; and all documents or information incorporated by reference in the foregoing.”

    Over the years the SEC has created and eliminated various registration forms. Currently all domestic issuers must use either form S-1 or S-3. Form S-3 is limited to larger filers with a minimum of $75 million in non-affiliate public float, among other requirements. All other issuers must use form S-1.