What is DBOT ATS LLC (“DBOT”)?

DBOT ATS, LLC is a fully automated, auto execution, alternative trading system.  It is a FINRA Member Broker-Dealer and is listed by the U. S. Securities Exchange Commission (“SEC”) as an Alternative Trading System (“ATS”).

What is the Delaware Board of Trade Holdings Inc.?

The Delaware Board of Trade Holdings Inc. operates three companies: (i) DBOT ATS LLC, their Broker Dealer and, Alternative Trading System (also known as an ATS) (the “DBOT ATS”); (ii) DBOT Issuer Services LLC, focused on setting and maintaining issuer standards, as well as the provision of issuer services to DBOT designated issuers; and (iii) DBOT Technology Services LLC, focused on the provision of market data and marketplace connectivity.

What does ATS mean?

The term “alternative trading system” (ATS) is any system that: (1) would constitute, maintain, or provide a marketplace or facilities for bringing together purchasers and sellers of securities or for otherwise performing with respect to securities the functions commonly performed by a stock exchange under proposed Rule 3b-12 of the Exchange Act; and (2) would not regulate its members or surveil its own market. https://www.sec.gov/rules/proposed/34-39884.pdf

What types of companies are traded on the Delaware Board of Trade PRIME & International marketplaces?

Companies that trade on our marketplaces span a broad range of sectors, from the ADRs of large cap conglomerates to small and micro-cap growth companies, SEC reporting companies and community banks; and across all major industries, including metal and mining, financial services, oil & gas, utilities, telecommunications, media, pharma & bio tech, and many others. The securities on our marketplaces are traded through our Alternative Trading System, DBOT ATS.

Contacting DBOT

Information  302-295-3636  info@dbotholdings.com     Support  302-504-6045  support@dbotholdings.com   Delaware Board of Trade Holdings 1313 N. Market St., Ste. 800, Wilmington, DE 19801

What documentation does a company need to submit with an application?

In addition to a completed Issuer Application, a company needs to submit an Issuer Agreement, a Corporate Governance Certification Form and a Logo Submission Form, all of which are available electronically through the www.dbotholdings.com website. Prior to approval, DBOT may require additional information and supporting documentation. The only document required for initial submission is the application. The application processing fee of $5,000 is non-refundable.

Where are the necessary forms and instructions to be admitted to DBOT?

Issuer applications and related forms are available electronically through www.dbotholdings.com website. Before completing your application electronically, please take a few minutes to review the DBOT ISSUER’S GUIDE. The company will need to complete the Issuer’s Application, Issuer’s Agreement, Corporate Governance Certification Form and Logo Submission Form. Questions regarding the process should be directed to New Issuer Qualification staff at 302-295-3636.

How do I update the application after it has been submitted?

Once your application is submitted, you may submit any changes directly to issuerservices@dbotholdings.com .

Can a company proceed with the submission of an issuer application even if not all the information requested is available at the time?

If a company does not have all the necessary information currently available, it may submit a substantially completed application if the remaining information follows in a timely manner.

Does DBOT have the authority to deny a company or remove a company for trading that otherwise meets the quantitative and qualitative criteria for initial or continued posting?

Yes. As set forth in the DBOT Rules for U.S. Companies and / or DBOT Rules for International Companies, DBOT will exercise broad discretionary authority over the initial and continued inclusion of securities in DBOT, to maintain the quality of and public confidence in its market.

What happens if a company fails to meet all of the Issuer application requirements?

A company may appeal an adverse determination and seek admittance to DBOT, please contact issuerservices@dbotholdings.com

Who can I contact if I have questions about the DBOT application standards or forms that companies are required to submit?

For questions on issuer requirements, including corporate governance and forms for companies, please contact DBOT Issuer Services, which is responsible for monitoring for compliance with the initial and continued requirements. Company representatives of can also log into www.dbotholdings.com get contact information.

Is registration under the Securities Exchange Act of 1934 required before a security can be admitted to trading on the DBOT?

Yes. A security approved by DBOT must either be registered under the Securities Exchange Act of 1934 or exempt under Section 12(b) of the Act. For example, exemptions would be for: Banks, REITs and Sponsored ADRs.

How does a company get quoted on the PRIME or International marketplaces?

To get quoted on the PRIME or International marketplace, a company must find one registered broker-dealer willing to quote their stock on the DBOT ATS.

Do financial statements have to be audited?

Current FINRA rules do not require the financial statements of non-SEC reporting issuers to be audited, but they should be prepared in accordance with GAAP or, for foreign issuers, in accordance with their home country's accounting standards. Audited financials must be available for companies in the DBOT marketplaces.

Are posted companies required to submit a certification of compliance with DBOT’S corporate governance rules?

Yes. As part of initial application process, each company completes a Corporate Governance Certification Form and submits this form along with its Issuer Application. This form can be completed electronically www.dbotholdings.com. Once posted, companies do not need to submit annual certifications, but must update the form if a change in the company's status results in the prior certification no longer being accurate. For example, if a company indicated on its certification that it was not subject to a requirement because it was a controlled company, that company must submit a new form if it ceases to be a controlled company. Similarly, a Foreign Private Issuer that relied on an exemption in its certification would have to file a new certification if the company ceased to be a Foreign Private Issuer. To submit an updated Certification Form once the Company is already listed, log in to the DBOT website and complete a Company Event Notification Form.

Are the first year's annual fees pro-rated?

Yes. In the first year of posting, the company's annual fee will be pro-rated based on the month of posting.

What is the Policy on Protection of Information Contained in the Application Materials?

The DBOT Issuer Services uses information provided by an issuer during the Application process, solely for the internal purpose of reviewing and processing the issuer’s application. DBOT will not publish, disseminate or otherwise distribute the Information to a third party other than at the request of a court, securities regulator or other state or federal agency. DBOT maintains this policy to ensure access to the Information is as limited as possible.

What is the Alternative Reporting Standard (ARS)?

When SEC registration is not required, companies must generally still make information publicly available pursuant to Rule 10b-5 under the Exchange Act and pursuant to Rule 144(c)(2) under the Securities Act. DBOT offers the Alternative Reporting Standard for companies who choose to make material information publicly available to investors. To qualify for DBOT., companies not registered and reporting to the SEC can follow the Alternative Reporting Standard. These companies submit information pursuant to the DBOT U.S. Disclosure Guidelines and are subject to the eligibility requirements and terms of the DBOT Rules for U.S. Companies. DBOT companies provide current and potential investors with all "material" information - the information necessary for the investor to make a sound investment decision. DBOT company disclosure enables an investor to understand the company’s business operations and prospects.

Can SEC Reporting companies follow the Alternative Reporting Standard (ARS) to upgrade their marketplace designation?

No. The company must file a Form 15 with the SEC before they can use the Alternative Reporting Standard to upgrade their marketplace. The marketplace for SEC-Reporting issuers is tied directly to the timeliness of their filings through the EDGAR system. A DBOT website posting should not be considered an alternative to a reporting company’s SEC filing requirements. When a company deregisters via a Form 15 filing, their marketplace is then determined by prior SEC filings and/or filings through the DBOT website.

Does DBOT have the authority to deny a company or drop a company that otherwise meets the quantitative and qualitative criteria for initial or continued listing?

Yes. DBOT will exercise broad discretionary authority over the initial and continued inclusion of issues posted on the DBOT marketplace to maintain the quality of and public confidence in its market.

Are there any special considerations regarding the transfer agent? What is the LPA Number and where can I find this number?

Securities of companies listing on DBOT are required to be eligible for a Direct Registration Program operated by a clearing agency registered under Section 17A of the Exchange Act, such as the one offered by The Depositary Trust Company (DTC). To be eligible, an issuer is required to use a transfer agent that meets DTC's insurance and connectivity requirements. Further, the transfer agent must instruct DTC to designate the Company's securities as direct registered eligible securities. In addition, the issuer's governing documents, such as its by-laws, must permit securities that are not represented by certificates. The Limited Participant Account (LPA) Number is a 4-digit account number assigned by DTC. This number can be found by contacting your transfer agent.

When may a company that is formed by a Reverse Merger apply for a DBOT posting?

A company that is formed by a Reverse Merger is eligible to submit an application for initial posting only if the combined entity has, immediately before filing the listing application: (i) traded for at least one year in the U.S. over-the-counter market, on another national securities exchange, or on a foreign regulated exchange, following the filing with the SEC or other Regulatory Authority of all required information about the transaction, including audited financial statements for the combined entity; and (ii) maintained a closing price of $0.51 per share or higher for a sustained period of time, but in no event for less than 30 of the most recent 60 trading days. In addition, such a company may only be approved for posting if, at the time of approval, it has: (i) timely filed all required periodic financial reports with the SEC or other Regulatory Authority (Forms 10-Q or 10-K) for the prior year, including at least one annual report and (ii) maintained a closing price of $0.51 per share or higher for a sustained period, but in no event for less than 30 of the most recent 60 trading days prior to approval.

What happens to shares when a company is “delisted” from an exchange?

If an investor owns a stock that has been delisted from an exchange and is now quoted on the DBOT ATS, nothing has changed with the shares themselves. Investors are still the beneficial owner of the stock and may trade it through the broker-dealer of their choice, but should check with their broker-dealer to make certain that they provide services in off-exchange traded securities. If not, investors will need to identify a broker-dealer that does provide services in these securities and is a FINRA member and SEC-registered.

How are trading symbols assigned?

FINRA assigns all trading symbols for companies trading on our marketplaces. Any security that does not already have a symbol will be assigned one when FINRA clears the Form 211. FINRA does not permit issuers or broker-dealers to choose trading symbols but may offer voluntary symbol changes for a fee. To request a symbol change, a company must contact FINRA Operations at +1 866-776-0800.

Why do some symbols have five letters?

The fifth character is a special identifier which is assigned by FINRA and designed to give more information about the security. To determine what fifth characters are used in our marketplaces, visit our Symbology Guide. A few of the most common can be found below: F – Foreign Ordinary P – Preferred Share Q – Bankruptcy Y – American Depository Receipt (ADR

How do companies change their trading symbol or name?

The company should contact FINRA's Operations Department at +1 866-776-0800 to change its trading symbol or name.

What are the market hours for PRIME & International?

Trading in PRIME & International securities take place Monday-Friday, with quoting and trading between the market hours of 9:30 AM to 4:00 PM (Eastern).

Where can I find the DBOT holiday calendar?

For updates on holidays and hours, click here.

How do trading halts work on DBOT® ATS?

Only FINRA or the SEC can halt trading in PRIME & International securities. Unlike exchange-listed securities, OTC traded securities are not halted for the dissemination of company news, except in the case of non-U.S. securities, which may be halted for news in conjunction with a halt on the home-country exchange. In the event of unusual circumstances, DBOT may halt trading in PRIME & International securities.

What happens when the SEC or FINRA suspends trading in a security?

When a security is suspended, or halted, DBOT removes all quotes from the system and displays a "Halted/Suspended" message.

How can I see real-time quotes?

Real-Time Level 1 Quotes can be found on www.dbotholdings.com on a company’s quote page. All companies traded on the PRIME Marketplace sponsor Real-Time Level 2 quotes, free for investors on www.dbotmarkets.com or on a company’s corporate website. Click here to learn more about how companies can sponsor Real-Time Level 2 Quotes. Investors may also access Real-Time Level 1 and Level 2 quotes for PRIME & International on various financial portals. For more information on where to access DBOT Markets p Market Data, please visit DBOT Market Data Distributors & Websites.

Is short selling allowed for PRIME & International securities?

Yes – short selling is allowed for PRIME & International securities. You may find the short interest (number of shares sold short) for specific securities by going to the Short Sales Data page.

What is an American Depositary Receipt (ADR)? How do Sponsored vs. Unsponsored ADRs differ?

An American Depositary Receipt (ADR) represents ownership in the shares of a non-U.S. company that trades in U.S. financial markets. ADR programs are created by depositary banks in order to help global companies gain access to U.S. investors and to respond to market demand. An ADR program issues American Depositary Shares (ADS) which carry prices in U.S. dollars, pay dividends in U.S. dollars, and may be traded like the shares of U.S.-based companies. Since the ADR is based on the common shares of the non-U.S company, the price of an ADR will often move in sync with the price of the underlying common shares once the ADR to common share ratio and currency rate is considered. A sponsored ADR is where the company has a formal agreement with the depositary bank issuing the shares of the ADR. Conversely, no agreement is in place for an unsponsored ADR. For unsponsored ADRs, the depositary bank establishes the ADR with or without the consent of the company. Unsponsored ADR programs may not provide shareholders with all the benefits of direct ownership (i.e., voting rights) that are often granted to sponsored ADR shareholders.