Re: OTCBB vs. Nasdaq - Answers
in response to
by
posted on
Jun 17, 2014 12:49PM
I'm kinda busy so I don't have the time at the moment for a more detailed reply but thought I would try to add some clarification to this issue at it appears many have questions and/or concerns.
First, POET is definitely intending to list on a stock exchange, with the Nasdaq a very likely candidate (the other candidate would be the NYSE-AMEX). The reason we know this is because they have said so in the latest MD&A. I believe if you look around the top of page 6 or so you will see mention of "intending to trade on a US stock exchange" ... or something along those lines. I don't have the MD&A in front of me. But the word exchange or stock exchange is directly referenced. The OTCBB is NOT an exchange. It is simply a quoting service. Therefore, when they speak of an exchange in the MD&A, they must be referring to either the Nasdaq or AMEX. So that is definitely a goal ... why they haven't come out and just said that, I'm not so sure. Fairchij might be onto something with respect to the theory regarding forward looking statements directly tied to share price.
There was a comment made about "why are they spending all this money on trying to get listed on the OTCBB" or something along those lines. The reason they are spending the money with respect to legal / professional fees and submitting their 20-F forms to the SEC is that having a security be registered is a fundamental requirement to be able to list and trade on a stock exchange like the Nasdaq. A secuirty does not need to be registered to trade on the OTC markets which is why POETF is being quoted currently on the OTCQX, but to be quoted on the OTCBB or trade on the Nasdaq, a security must be registered with the SEC. Hence, the registration statements that are being filed. This is a necessary and fundamental step to comply with US laws. So the money is not being wasted. Once the shares are registered, POET can be quoted on the OTCBB likely right away ... the process for actually trading on the Nasdaq would be more involved as the Nasdaq actually has strict listing & application requirements.
Someone else I believe asked why has the company submitted all of these revisions to their 20-F. There could be a few reasons why, but the SEC will want the company to keep their filing current (to reflect significant changes to the business) and it is not uncommon for company counsel to go back and forth with the SEC, editing the registration statement, until the SEC is happy. For example, the company files their registration statement, and the SEC will review it and come back with comments ... and they may want certain things changed, certain things added, etc. This is a "process". I know for IPO's the initial comments from the SEC can take as much as a month to receive and there can be several more months of back and forth between the company and the SEC. Ultimately what we are looking for here is for the SEC to finally be happy and declare the company's registration statement effective. At this point, the shares of the company are now registered for sale in the U.S. and this would satisfy one of the fundamental requirements of applying to the Nasdaq.
As for what else is left for listing requirements for the Nasdaq (aside from getting the shares registered) ... share price is probably one of the main ones. $2.00 (US equivalent) must be maintained for 5 consecutive business days before an application can be made. The application time is 5 - 6 weeks and the company would still have to meet the share price requirements at the time it actually goes for final approval and listing. There are other requirements as well such as those related to corporate governance and forming agreements with several market makers that would need to be met.
Hopefully that clears up some of the questions and/or concerns?
Respectfully,
Bumblebee