Penny Stocks and Associated Rules
Chapters in this video
- 0:00 The penny stock definition: unlisted AND under $5
- 1:59 Definitional exemptions: $2M, $5M, and $6M thresholds
- 2:57 Riley's pre-trade disclosure gauntlet
- 3:31 Signatures, timing, and the two-business-day wait
- 4:20 Suitability-only exemptions vs total exemptions
- 5:49 The two-part compensation disclosure rule
- 6:15 Sam's OTC equity review: domestic issuer aging rules
- 7:08 Foreign issuer aging and other supervisor exemptions
- 8:01 Rapid-fire exam recap
What this video covers
- The penny stock definition: why BOTH unlisted and under $5 must apply, and why a $2 NYSE stock is never a penny stock
- The three definitional exemptions based on net tangible assets ($2 million or $5 million thresholds) and average revenue ($6 million threshold)
- The four pre-trade disclosures (risk disclosure document, quotation disclosure, compensation disclosure, and suitability statement) and which two require customer signatures
- The mandatory two-business-day waiting period that applies after the risk disclosure document and suitability statement are sent
- Why the suitability-only exemptions (established account over one year, or three prior penny stock purchases on separate days with different issuers) do not waive the other disclosures
- The total exemptions (unsolicited orders, institutional accredited investors, and issuer insiders) that remove every penny stock rule
- The two-part compensation disclosure: separate figures for the associated person and the broker-dealer firm's aggregate compensation
- The supervisor's financial-statement review requirements for OTC equity recommendations, including the aging rules for domestic (15 months max, P/L needed after 6 months) and foreign (18 months max, P/L needed after 9 months) issuers
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