What is a 'Penny Stock'

A penny stock typically trades outside of the major market exchanges at a relatively low price and has a small market capitalization. These stocks are generally considered highly speculative and high risk because of their lack of liquidity, large bid-ask spreads, small capitalization and limited following and disclosure. They often trade over-the-counter through the OTC Bulletin Board (OTCBB) and pink sheets. The SEC, however, has modified the definition to include all shares trading below $5.

Most penny stocks don’t trade on the major market exchanges. However, there are some large companies, based on market capitalization, that trade below $5 per share on the main exchanges like the Nasdaq. An example of a penny stock listed on the Nasdaq is Medical Marijuana Inc. (MJNA), a small marijuana company.

Penny stocks are more suitable for investors with a high tolerance for risk. Typically, penny stocks have a higher level of volatility, resulting in a higher potential reward and a higher level of risk. Considering the heightened risk levels associated with investing in penny stocks, investors should take particular precautions. For example, an investor should have a stop-loss order predetermined before entering the trade, knowing where to exit if the market moves opposite of the intended direction.

Although penny stocks can have explosive moves, it is important to have realistic expectations. Typically, gains in the stock market take months and years to materialize. An investor who buys penny stocks with the intention of turning $100 into $50,000 over a week is likely to be deeply disappointed.

Penny stocks are often growing companies with limited cash and resources. In other words, most penny stocks are high-risk investments with low trading volumes.

To protect yourself, trade penny stocks that are listed on the American Stock Exchange (AMEX) or Nasdaq, as these exchanges are rigorously regulated. Avoid trading penny stocks that are not listed on a major exchange, such as a stock quoted on the pink sheet system in the over-the-counter (OTC) market.

Four major factors make these securities riskier than blue chip stocks.

The key to any successful investment strategy is acquiring enough tangible information to make informed decisions. For micro-cap stocks, information is much more difficult to find. Companies listed on the pink sheets are not required to file with the Securities and Exchange Commission (SEC) and are thus not as publicly scrutinized or regulated as the stocks represented on the New York Stock Exchange and the Nasdaq. Furthermore, much of the information available about micro-cap stocks is not from credible sources.

Stocks on the OTCBB and pink sheets do not have to fulfill minimum standard requirements to remain on the exchange. Sometimes, this is why the stock is on one of these exchanges. Once a company can no longer maintain its position on one of the major exchanges, the company moves to one of these smaller exchanges. While the OTCBB does require companies to file timely documents with the SEC, the pink sheets have no such requirement. Minimum standards act as a safety cushion for some investors and as a benchmark for some companies.

Many of the companies considered to be micro-cap stocks are either newly formed or approaching bankruptcy. These companies will generally have poor track records or none at all. As you can imagine, this lack of historical information makes it difficult to determine a stock's potential.

When stocks don't have much liquidity, two problems arise: first, there is the possibility that you won't be able to sell the stock. If there is a low level of liquidity, it may be hard to find a buyer for a particular stock, and you may be required to lower your price until it is considered attractive to another buyer. Second, low liquidity levels provide opportunities for some traders to manipulate stock prices, which is done in many different ways—the easiest is to buy large amounts of stock, hype it up and then sell it after other investors find it attractive (also known as pump and dump).

A penny stock, like any other publicly traded stock, is created through a process called an initial public offering, or IPO. First, a company must file a registration statement with the Securities and Exchange Commission or file stating the offering qualifies for an exemption from registration. It must also check state securities laws in the locations it plans to sell the stock. Then, upon approval, the company may begin the process of soliciting orders from investors. Finally, the company can apply to have the stock listed on an exchange, or it can trade on the over-the-counter market, or OTC.

Small companies and start-ups typically issue stock as a means of raising capital to grow the business. Though the process is lengthy, involves mountains of paperwork and can be quite costly, issuing stock is often one of the most efficient ways for a start-up company to obtain necessary capital. Penny stocks are often the result of such ventures and can make for profitable but precarious plays for investors.

As with other new offerings, the first step is hiring an underwriter, usually an attorney or investment bank specializing in securities offerings. The company's offering either needs to be registered with the SEC according to Regulation A of the Securities Act of 1933 or file under Regulation D if exempt. If the company is required to register, Form 1-A, which is the registration statement, must be filed with the SEC and is accompanied by the company's financial statements and proposed sales materials. These financial statements need to remain available to the public for review, and timely reports must be filed with the SEC to maintain the public offering. Once approved by the SEC, orders for shares may be solicited from the public by accompanying sales materials and disclosures, such as a prospectus.

After initial orders are collected and stock is sold to investors, a registered offering can begin trading in the secondary market via listing on an exchange like NYSE or Nasdaq or trade over-the-counter. Many penny stocks end up trading in OTC markets due to the strict requirements for listing on the bigger exchanges. The majority of penny stocks do not meet such requirements, and the companies cannot typically afford the hefty cost and regulations involved. Sometimes companies make an additional secondary market offering after the IPO. This dilutes the existing shares but gives the company access to more investors and increased capital. It is important that companies issuing penny stock keep this in mind and work to gain value in the shares as they trade in the open market. Furthermore, it is mandatory that the companies continue to publicly provide updated financial statements to keep investors informed and maintain the ability for quoting on the over-the-counter bulletin board, or OTCBB.