OTC Markets Group, Inc., informally known as "Pink Sheets", is a private company that provides services to the U.S. over-the-counter (OTC) securities market including electronic quotations, trading, messaging, and information platforms. According to the U.S. Securities and Exchange Commission, OTC Markets Group, Inc. is not a stock exchange. The company simply facilitates the exchange of securities between qualified independent brokers.
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The company was first established in 1913 as The National Quotation Bureau (NQB). For decades, the NQB reported quotations for both stocks and bonds, publishing the quotations in the paper-based Pink Sheets and Yellow Sheets respectively. The publications got their names from the color of paper they were printed on.
Pink Sheets is not a stock exchange. To be quoted via Pink Sheets, companies do not need to fulfill any requirements (e.g. filing financial statements with the SEC). With the exception of foreign issuers, mostly represented by ADRs, the companies quoted in the Pink Sheets tend to be closely held, extremely small, thinly traded, or bankrupt. Most do not meet the minimum U.S. listing requirements for trading on a stock exchange such as the New York Stock Exchange. Many of these companies do not file periodic reports or audited financial statements with the SEC, making it very difficult for investors to find reliable, unbiased information about those companies.
For these reasons the SEC views companies listed on Pink Sheets as "among the most risky investments"[1] and advises potential investors to heavily research the companies in which they plan to invest.
Pink Sheets established a categorization system to indicate the level of financial and corporate disclosure provided by the companies using its quotation system. The disclosure categories do not signify issuer quality or merit of any security. Categorization is based on the level and timeliness of a company's disclosure and any category can include speculative, distressed, or questionable companies. Investors are encouraged to use caution when considering these companies for investment.[2]
OTCQX is the top tier of the OTC market. Exclusively for companies that meet financial standards and undergo a qualitative review. Investor focused companies use the quality-controlled OTCQX platform to offer investors transparent trading, superior information, and easy access through their regulated U.S. broker-dealers. OTCQX is a market tier is for domestic (U.S.) companies registered with and reporting to the Securities and Exchange Commission or a banking or insurance regulator.
The OTCQB tier designates OTC-traded companies that have operating businesses and provide substantial disclosure to the marketplace. Although OTCQBX companies are not SEC reporting entities, they must provide audited financials and certain disclosures to Pink OTC Markets. OTCQB is the middle tier of the OTC market. OTCQB companies are reporting with the SEC or a U.S. banking regulator, making it easy for investors to identify companies that are current in their reporting obligations. There are no financial or qualitative standards to be in this tier.
OTC Pink is the third tier of the OTC market. OTC Pink is the speculative trading marketplace that has no financial standards or reporting requirements. OTC Pink companies choose the level of information they provide to investors and may have current, limited or no public disclosure.
The Current Information tier indicates companies that have submitted information no older than six months to the Pink Sheets News Service or have made a filing on the SEC's EDGAR system in the previous six months. This category includes shell companies or development stage companies with little or no operations as well as companies without audited financial statements and as such should be considered extremely speculative by investors.
The Limited Information tier is designed for companies that are unwilling or unable to meet Pink Sheets' Guidelines for Providing Adequate Current Information. Companies in this tier have submitted some but not all of current information required. These are often companies with financial reporting problems, economic distress, or in bankruptcy.
This tier indicates companies that are unwilling or unable to provide disclosure to the public markets - either to a regulator, a stock exchange or Pink Sheets. Companies in this category do not make Current Information available via Pink Sheets News Service, or if they do, the available information is older than six months. This category includes defunct companies that have ceased operations as well as 'dark' companies with questionable management and market disclosure practices. Publicly traded companies that are not willing to provide information to investors should be treated with suspicion and their securities should be considered highly risky.
There is a public interest concern associated with the company. This may include a spam campaign, stock promotion or known investigation of fraudulent activity committed by the company or insiders. During a spam campaign, any stock that is not in the Current Information category will also have its quotes blocked on pinksheets.com.
The OTC Bulletin Board (OTCBB) is a listing of securities that are also traded "over the counter" similar to the Pink Sheets, but unlike Pink Sheet companies, OTCBB companies are required to file timely reports with the U.S. Securities and Exchange Commission. Many OTCBB companies are also quoted via Pink Sheets' electronic quotation system.
Securities that are not listed on any stock exchange nor formally quoted via the OTCBB or Pink Sheets are considered to be in the Grey Market. Unsolicited transactions are processed independently and not centrally listed or quoted. Trades are reported to a self-regulatory organization (SRO), which then passes the data on to market data companies.