FORM 211
General Instructions
Complete this form to initiate or resume quotations in a quotation medium, as defined in Rule 15c2- 11(e)(i) under the Securities Exchange Act of 1934 (1934 Act) including, but not limited to, the OTC Bulletin BoardTM or OTC Link® ATS. By completing this form, your firm is representing that it has satisfied all applicable requirements of Rule 15c2-11 and the filing and information requirements of FINRA Rule 6432. It is not necessary to file this application if a member qualifies for an exception or exemption provided by paragraphs (f)(1)-(5) or (h) of Rule 15c2-11.
Send the completed form and a copy of the required Issuer information to FINRA, OTC Compliance Unit, 9509 Key West Avenue, Rockville, MD 20850-3329. If you have any questions, call the OTC Compliance
Unit at (240) 386-5100.
Check the applicable quotation medium(s):
□□OTC Bulletin BoardTM
□□OTC Link® ATS
□□GLOBAL OTC®
□□Other (name of quotation medium)
Part 1 – Issuer and Security Information
Provide the information requested below:
1.Exact name of Issuer and predecessor (if any)
2.Address of principal executive offices
3.Telephone number of principal executive offices
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Type of security (check one) |
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Domestic Security |
Foreign Security |
DPP |
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Sponsored ADR |
Unsponsored ADR |
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State of incorporation |
Country of incorporation |
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Complete title and class of security to be quoted |
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Symbol of security (if assigned) |
CUSIP |
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Par or stated value of security |
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Total securities outstanding at the end of the Issuer’s most recent fiscal year |
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Name and address of transfer agent |
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List any restrictions on the transfer of the security |
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Price of initial quotation entry |
Bid |
Ask |
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No price at this time |
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If you are requesting to enter a bid and/or ask price, you must also provide a clear statement of the following information:
The basis upon which the priced entry was determined:
The factors considered in making that determination:
Part 2 – Required Issuer Information
Check the applicable box (select only one) that corresponds to the category of Issuer information accompanying this application. To determine the applicable category, carefully review paragraphs (a)(1)-(5) of Rule 15c2-11 and paragraph (g), which defines “reasonably current” information for purposes of paragraph (a)(5).
Provide one copy of all required information (except for EDGAR documents) along with this completed form.
RECENT OFFERINGS
(a)(1) Provide the prospectus that became effective less than 90 calendar days prior to filing this Form 211, as specified by Section 10(a) of the Securities Act of 1933 (1933 Act).
SEC Effective Date: |
Date Security(ies) Issued: |
(a)(2) Provide the offering circular that became effective less than 40 calendar days prior to filing this Form 211, as provided for under Regulation A under the 1933 Act.
SEC Effective Date: |
Date Security(ies) Issued: |
REPORTING COMPANIES
(a)(3) Provide the Issuer’s most recent annual report filed pursuant to Section 13 or 15(d) of the 1934 Act or the annual statement referred to in Section 12(g)(2)(G)(i) of the 1934 Act. Provide quarterly and other current reports filed after the Issuer’s most recent annual report or statement. List below each report or statement and applicable amendments filed by the Issuer through EDGAR that your firm has in its possession that meets the requirements of this section.
Name of Report or Statement |
Report or Statement Date |
EDGAR Filed Date |
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FOREIGN PRIVATE ISSUERS
(a)(4) Provide the following information regarding the Issuer’s reliance upon Rule 12g3-2(b) of the 1934 Act.
The foreign exchange(s) on which the subject class of securities is listed that, either singly or together with the trading of the same class of the Issuer’s securities in another foreign jurisdiction, constitutes the primary trading market for those securities.
The symbol(s) of the security(ies) that trade on the foreign exchange(s).
The location of the Internet Web site or electronic information delivery system that the member firm would provide upon request to any person to direct them to the information that the Issuer published electronically pursuant to Rule 12g3-2(b).
NON-REPORTING AND ALL OTHER COMPANIES
(a)(5) The applicant must make the Issuer information filed in conjunction with section (a)(5) of this form available upon request to any person expressing an interest in a proposed transaction with the subject security filed. Provide the Issuer’s most recent balance sheet, profit and loss and retained earnings statements, equivalent financial information for the two prior fiscal years for the Issuer or any predecessor company, and the documents that support the information provided in this form.
a.Describe the Issuer’s business.
b.Describe the products or services offered by the Issuer.
c.Describe the Issuer’s facilities.
d.List the name(s) of the current Chief Executive Officer(s) and members of the Board of Directors of the Issuer.
e.Is the firm that is submitting this form, or any person associated with it, affiliated directly or indirectly with the Issuer?
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No If yes, what is the affiliation? |
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f.Is the quotation being published or submitted on behalf of any other broker-dealer?
Yes |
No If yes, what is the name of the broker or dealer? |
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g.Is the quotation being published or submitted directly or indirectly on behalf of the Issuer or any director, officer or any person who is directly or indirectly the beneficial owner of more than 10% of the outstanding units or shares of any equity security of the Issuer?
Yes |
No If yes, what is the name of the person, and what is the basis for any exemption |
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under the federal securities laws for any sales of such securities on behalf of |
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this person? |
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Has the Issuer or its predecessor (if any) been subject to a trading suspension order issued by the SEC during the past 12 months? If a trading suspension order has been issued, provide a copy of the order or of the SEC’s public release announcing the trading suspension order.
Describe the circumstances surrounding the submission of this application. Include the identity of any person(s) for whom the quotation is being submitted and any information provided to your firm by such person(s).
Part 3 – Supplemental Information
Please review paragraphs (b)(1)-(3) of Rule 15c2-11 and provide the information requested below. (b)(1)
(b)(2)
Check the appropriate box: 
Trading suspension order or release enclosed. 
Not applicable.
(b)(3) Provide any material information, including adverse information regarding the Issuer, that your firm is aware of or has in its possession. (Do not list information already provided in Part 2.) If your firm does not possess such information, state “None” below.
Identify any applicable information by name and date.
Part 4 – Regulatory Filings
Fiscal Year End Date (MM/DD)
Date of Incorporation (MM/DD/YYYY)
Standard Industrial Classification (SIC) Code
(a)Complete if the Issuer files periodic reports through the SEC’s EDGAR system.
•Provide the 10-digit Central Index Key (CIK) number. (The CIK is a unique identifier assigned by the SEC to all companies and people who file disclosure documents through EDGAR with the SEC.)
(b)Complete if the non-EDGAR filing Issuer is an insurance company or files periodic reports with a federal banking agency or state supervisor.
•Name of regulatory authority where the Issuer files periodic financial reports:
•Telephone number of the regulatory authority:
•The Issuer’s filing cycle. (Check one)
□□Quarterly
□□Semi-Annually
□□Annually
□□Other (Describe the filing cycle)
•List the required reports filed by the Issuer for the current fiscal year.
Name of Report or Statement |
Report or Statement Date |
Filed Date |
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Part 5 – Certification
The undersigned must have a reasonable basis for believing that the information accompanying this form is accurate in all material respects and that the source of the information is reliable.
By signing this document:
•I acknowledge and certify that my firm has a reasonable basis for believing that the information accompanying this form (including required EDGAR filed documents not provided) is accurate in all material respects and that the sources of information are reliable (“affirmative review obligation”) as required by Rule 15c2-11 and FINRA Rule 6432;
•I understand and acknowledge that this affirmative review obligation applies to all subsequent submissions made in connection with this Form 211 application;
•I certify that I have examined this form and, to the best of my knowledge and belief, it is true, correct, and complete;
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• I certify that neither |
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[member name] |
nor persons associated with |
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[member name] |
have accepted or will accept any payment or other consideration, directly or indirectly, from the Issuer of the security to be quoted, or any affiliate or promoter thereof, for publishing a quotation or acting as market maker in the security to be quoted, or submitting an application in connection therewith, including the submission of this Form 211; and
•I understand and acknowledge that copies of this form, accompanying documents, and subsequent submissions made in connection with this Form 211 application may be provided to the Securities and Exchange Commission, other regulatory agencies, or to the quotation medium(s) on which the security is or will be quoted.
Name, title and signature of firm employee to contact regarding information contained in this Form 211 application.
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Signature |
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Phone |
Fax |
Name, title, and signature of the registered principal of the firm responsible for this Form 211 application, and all subsequent submissions made in connection with this application.
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Signature |
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Firm Name |
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(Firm must be an OTC Link subscriber if application is for the OTC Link.) (Firm must be a GLOBAL OTC subscriber if application is for GLOBAL OTC.)
Address
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State |
Zip |
Firm CRD# |
Market Participant Identifier |
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Investor protection. Market integrity. |
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9509 Key West Ave. |
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Rockville, MD 20850 |
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www.finra.org |
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© 2015. FINRA. All rights reserved. |
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15_0277.1 – 08/15 |
