Penny Stock Disclosure Requirements
Chapters in this video
- 0:00 Why the SEC cares about penny stocks: low liquidity, thin information, manipulation risk
- 0:32 The first exam trap: price under $5 on a national exchange or Nasdaq
- 0:58 Pre-trade inside bid and ask quotation disclosure
- 2:24 Pre-trade aggregate compensation disclosure: firm plus associated person
- 4:22 OTC equity suitability review: the double hurdle with standard suitability
- 5:04 Domestic vs. foreign issuer financial statement currency windows
- 5:40 The three exemptions: $50M assets, $10M equity, and $50 bid price
- 6:35 Rapid-fire exam recap with five testable points
What this video covers
- The exact definition of a true penny stock (generally under $5 and over-the-counter) and why a sub-$5 Nasdaq-listed stock does NOT trigger these rules
- The inside bid and ask quotation disclosure, including the number of shares to which the quotes apply, and why timing is before the trade for both new and existing customers
- The aggregate compensation disclosure covering both the broker-dealer firm's and the associated person's compensation, not just one or the other
- The OTC equity suitability review requirement to examine current issuer financial statements and material business information, document the basis for the recommendation, and supervise compliance
- Why the OTC equity suitability review is in addition to, not instead of, standard suitability rules: a double hurdle the rep must clear
- The domestic issuer currency windows (15 months for financial statements, 6 months for filing) versus foreign issuer windows (18 months and 9 months)
- The three exemptions from the OTC equity review: issuers with at least $50 million in assets and $10 million in equity, and securities with a bid price of at least $50
Read the full lesson, free
This video's complete written lesson is free to read in the CertFuel app, no signup wall. When you're ready to drill the topic, the full Series 7 course adds adaptive practice questions and spaced-repetition flashcards.
Start on this site: free Series 7 practice questions · Series 7 pass rate