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It is the Mission of the OTC Retail & Ecommerce Equity Market to preserve and strengthen the quality and public confidence in Alternative Equity Investments. The OTC Retail & Ecommerce Equity Market stands for Integrity and Ethical practices in order to enhance Investor confidence in Alternative Equity Investments, thereby contributing to the financial health of the overall economy and supporting the capital formation process. From early and developmental stage companies to operating companies of international stature, each are recognized as sharing these important traits. 

The OTC Retail & Ecommerce Equity Market provides a transparent and secure platform for the sale of unlisted equity securities through weekly and monthly Blind Reverse Auctions. 

A Blind Reverse Auction is a price / interest rate discovery process in which the auctioneer starts with the lowest or highest asking price / interest rate and lowers it, or raises it, until it reaches a price level where the bids received will cover the entire offer quantity. Blind Reverse Auctions are appropriate for instances where a large quantity of an item is being offered for sale, as opposed to just a single item. 

A Blind Reverse Auction can be used for a private offering and an IPO to figure out the optimum price for a stock offering. They are also used by Government Agencies for the public offering of Treasury Bills, Notes and Bonds. 

The OTC Retail & Ecommerce Equity Market's Blind Reverse Auction Process: In the Blind Reverse Auction process for Equities, the Underwriter does not set a price for the Agribusiness Equity Shares being sold by the Issuer (or the FINRA Broker Dealer). The Issuer (and/or the FINRA Broker Dealer) decides on the number of Equity Shares to be sold and the "asking price" per Share. 

Investors submit "price bids" and the number of shares they would like to purchase. After all shares being offered have been sold (or committed to), the Underwriter / Issuer / FINRA Broker Dealer creates a single list with the highest bid prices at the top and the lowest bid prices at the bottom. In the event that more shares are sold than are offered, the Underwriter / Issuer / FINRA Broker Dealer works down the list of the over sale starting at the highest bid price buyer and working down the list until the desired number of shares have been sold. 

EXAMPLE:

Assume that the Underwriter / Issuer / FINRA Broker Dealer schedules a Blind Reverse Auction for equity shares of Company. In this scenario, let's say the Underwriter / Issuer / FINRA Broker Dealer is auctioning 400,000 Common Stock Shares, with an Asking Price of $5.00 USD per Share. (Note: the below example is not a realistic example and involves large differences in bid prices which are not realistic, but is being utilized here to cover multiple scenarios):

Bidders:

  • Investor A: Places a bid for 60,000 Shares at $5.25 USD per Share

  • Investor B: Places a bid for 50,000 Shares at $5.20 USD per Share

  • Investor C: Places a bid for 50,000 Shares at $5.15 USD per Share

  • Investor D: Places a bid for 70,000 Shares at $5.05 USD Per Share

  • Investor E: Places a bid for 80,000 Shares at $5.00 USD Per Share

  • Investor F: Places a bid for 70,000 Shares at $4.95 USD Per Share

  • Investor G: Places a bid for 60,000 Shares at $4.90 USD Per Share

  • Investor H: Places a bid for 50,000 Shares at $4.85 USD Per Share

  • Investor I: Places a bid for 30,000 Shares at $4.80 USD Per Share

  • Investor J: Places a bid for 20,000 Shares at $4.75 USD Per Share

  • TOTAL: 540,000 BIDS

 

Investments Automatically Accepted / Accepted by Issuer at Below Market / Investment Bids Rejected:

  • Investor A: 60,000 Shares Automatically Issued at $5.25 USD Per Share ($315,000 USD)

  • Investor B: 50,0000 Shares Automatically Issued at $5.20 USD Per Share ($260,000 USD)

  • Investor C: 50,000 Shares Automatically Issued at $5.15 USD Per Share ($257,500 USD)

  • Investor D: 70,000 Shares Automatically Issued at $5.05 USD Per Share ($353,500 USD)

  • Investor E: 80,000 Shares Automatically Issued at $5.00 USD Per Share ($400,000 USD)

    • Note: Total of 310,000 Total Shares Issued of a total offering of 400,000

  • Investor F: 70,000 Shares May Be Issued at $4.95 USD upon Issuer Acceptance of Below Asking Price Bid.

  • Investor G: 20,000 of 60,000 Shares Bid at $4.90 USD May be Issued if Below Asking Price Bid is Accepted by Issuer.

    • Note: If the Below Asking Price Bids are accepted by the Issuer, the Offering would be fully subscribed. ​

  • Investor H: Full Bid of 50,000 Shares at $4.85 USD is Automatically Rejected

  • Investor I: Full Bid of 30,000 Shares at $4.80 USD is Automatically Rejected

  • Investor J: Full Bid of 20,000 Shares at $4.75 USD is Automatically Rejected.

The Management of the OTC Retail & Ecommerce Equity Market has broad discretionary underwriting authority over any investments associated with OTC Retail & Ecommerce Equity Market in order to maintain the quality, the public confidence in Alternative Equity Investments and the OTC Retail & Ecommerce Equity Market, as well as to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and to protect investors and the public interest.

The OTC Retail & Ecommerce Equity Market may use such discretion to deny any application of any company applying for an equity investment, apply additional or more stringent criteria, or suspend (or deny) any company based on any event, condition, or circumstance that exists or occurs that makes the proposed offering inadvisable or unwarranted in the opinion of the Management of the OTC Retail & Ecommerce Equity Market.

Offering Types / Form Types:

  • Regulation D (Institutional & Accredited Investors Only, no CrowdFunding or Token / Coin Offerings)

  • Regulation A+ (Tier I & Tier II)

  • Regulation S (for Non-U.S. Investors / generally as a parallel offering)

  • EB-5 (must be associated with a current EB-5 Visa Regional Processing Center)

  • 144A (for established businesses, offering of shares to Qualified Institutional Investors only)

  • PIPE Transactions (Private Investments in Public Entities, issuer must be in good standing)

  • Family of Notes

  • S-1 (must meet the listing criteria of the NYSE, NASDAQ or OTC prior to Offering)

  • S-11 (Real Estate Investment Trust)

  • S-3; S-6; N-1A; N-2 

Capital Sources - Domestic & Foreign:

  • Family Offices 

  • Investment Banks & Qualified Institutional Buyers ("QIBs")

  • Pension Funds (as well as third-party Pension Fund Advisory Firms)

  • Hedge Funds

  • Mutual Funds

  • Venture Capital & Private Equity Firms

  • Life Insurance Companies

  • Public & Private Real Estate Investment Trusts

  • Registered Investment Advisors & Registered Investment Advisory Firms

  • Broker Dealers & Market Makers

  • Endowments & Foundations

  • Accredited Investors associated with a FINRA Broker Dealer or Registered Investment Advisor

  • Retail Investors (non-accredited) under the advisory of a FINRA / SEC Registered Investment Advisor

After each auction, and with no less than fifty (50) shareholders holding unrestricted shares, the equity shares of the issuer will be listed on the OTC Markets Groups: OTC Pink, OTCQB or OTCQX; the New York Stock Exchange; the NASDAQ or a pre-determined Intra-dealer network disclosed to all investors prior to the auction.

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New York Stock Exchange Retail & Ecommerce Companies:

  • JD.Com Inc (JD) – Market Capitalization $41.15 Billion USD

  • Burlington Stores Inc. (BURL) – Market Capitalization $12.5 Billion USD

  • BJ's Wholesale Club Holdings Inc (BJ) – Market Capitalization $8.9 Billion USD

  • Dillard's Inc (DDS) – Market Capitalization $6.3 Billion USD

  • Macy's Inc (M) – Market Capitalization $5.5 Billion USD

  • Big Lots Inc (BIG) – Market Capitalization $205 Million USD

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NASDAQ Retail & Ecommerce Companies:

  • Costco Wholesale Corporation (COST) – Market Capitalization $297 Billion USD

  • Five Below Inc (FIVE) – Market Capitalization $11 Billion USD

  • Ollie's Bargain Outlet Holdings Inc (OLLI) – Market Capitalization $4.35 Billion USD

  • Kohls Corp (KSS) – Market Capitalization $3 Billion USD

  • PriceSmart, Inc. (PSMT) – Market Capitalization $2.3 Billion USD

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OTC Markets Retail & Ecommerce Companies:

  • Woolworths Group (WOLWF) – Market Capitalization $30.5 Billion USD

  • Aeon (AONNY) – Market Capitalization $14 Billion USD

  • Pan Pac Intl Hldgs ADR (DQJCY) – Market Capitalization $13.75 Billion USD

  • DFI Retail Group Holdings (DFIHY) – Market Capitalization $2.95 Billion USD

  • Super Retail Group Ltd (SPRRY) – Market Capitalization $2.3 Billion USD

  • Kintetsu Department Store Co Ltd (KNTTF) – Market Capitalization $737.5 Million USD

  • Innovative Food Holdings Inc (IVFH) – Market Capitalization $36 Million USD

  • Medmen Enterprises Inc (MMNFF) – Market Capitalization $20.75 Million USD

  • B&M European Value Retail SA (BMRPF) – Market Capitalization $7.25 Million USD

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