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Current Public Information Requirement

When Rule 144 requires “current public information” it refers to –

For companies “subject to” filing reports with the SEC, that is, required to file reports, or mandatory reporting companies, the reports required are quarterly reports on Form 10-Q (three reports) and annual report on Form 10-K (one report) for the most recent twelve months. These reports do not need to have been filed on time for purposes of Rule 144.  A company’s reports are considered current up to 45 days following the most recent quarter end and 90 days following the most recent year end. A company’s reports are also considered current for an additional 5 business days for Form 10-Q and 15 calendar days for Form 10-K, if the company files a a notice of late filing on Form 12b-25 (also listed as “NT-*”) not later than the day after the report is due. When  a required filing date falls on a Saturday, Sunday, or national holiday, the required date is move to the next business day. Added to this is the requirement to “post” interactive data files (XBRL files) to the company’s web site if it has one.

Rule144Solution.com does not give opinions for stockholders of issuing companies who do not provide current information to the public, either as a mandatory filer, a voluntary filer or by publication at OTCMarkets.com.  For purposes of Rule 144 voluntary reporting companies to Filing Reports with the SEC} are treated as non-reporting companies.

For companies who publish current information at OTCMarkets.com, a “current information” designation is the standard, even though publication on the issuing company’s web site would seem to be satisfactory. The “current public information” requirement of Rule 144 does not specify OTCMarkets.com or any other location at which the information must be provided. But, brokerage firms may not accept the company’s web site as a suitable location.

The availability of current public information shortens the minimum holding period to six months for stockholders of issuing companies who are subject to filing reports with the SEC.  Current public information is required in all cases for affiliates of mandatory and non-reporting companies (including voluntary reporting companies) to rely on Rule 144.

 

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