GSTX Moves to OTCQB, Naming a Nasdaq Initial Listing as the Goal

Not every uplisting ends at a national exchange. On September 16, 2026, Graphene & Solar Technologies Limited (OTCQB: GSTX) announced that its common stock was approved for the OTCQB Venture Market, with trading under its existing ticker beginning September 15. The company’s chief executive framed the step as part of a path toward a Nasdaq initial listing, which remains a stated aspiration rather than an application.

The company, a Colorado corporation headquartered in Phoenix, filed the release as an exhibit to an 8-K under Item 8.01 on September 17.

What the OTCQB step is, and is not

According to the release, OTC Markets Group approved GSTX’s application after it met the OTCQB Venture Market’s financial, reporting, verification and market-eligibility standards, which the company says exceed those of the OTCID Basic Market. OTCQB is a tier of over-the-counter quotation. It is not a national securities exchange, and it does not impose the listing standards and governance requirements that Nasdaq applies to listed companies.

Jason May, executive chairman and chief executive, described the move as “an important step forward on our company’s journey to a potential future listing on the Nasdaq Stock Market.” He said quotation on the OTCQB should improve visibility with investors, extend its reach to institutional and retail buyers and potentially increase trading liquidity.

A tier upgrade inside the over-the-counter markets can be a useful rehearsal for disclosure discipline. It is not a substitute for meeting Nasdaq’s listing requirements.

The business and the capital plan

GSTX’s U.S. subsidiary, Quartz & Silicon Materials Company Limited (QSM USA), plans to produce silicon wafers at an existing industrial facility in San Diego, California. The release says the site is expected to provide up to 10 GW of wafer capacity a year when fully operational. QSM USA has a long-term offtake agreement with a U.S. solar manufacturer covering 30% of the planned output. GSTX was also awarded a $45 million California Competes Tax Credit, which depends on the company meeting investment and employment milestones.

To fund the build-out, GSTX is running a private offering of up to $40 million of convertible notes, previously announced. It plans to use net proceeds, if the offering is completed, to support U.S. silicon wafer manufacturing. The notes are unregistered and the release says they may not be sold in the United States without registration or an exemption.

What the risk language says about Nasdaq

The release’s forward-looking statements list among the risks GSTX’s ability to satisfy Nasdaq’s initial listing standards and to obtain and maintain a Nasdaq listing. The same list includes a history of operating losses, a need for substantial additional capital, delays at the San Diego facility and counterparty performance under the offtake agreement.

That list is a fair description of the work ahead. A company with operating losses and a facility not yet in production would have to show an exchange both financial qualifications and a workable plan.

Sequencing capital and listing

The order of events is typical of an issuer building toward an exchange. It first moves to a higher over-the-counter tier, then raises private capital to build operations, and only afterward would face an exchange’s initial listing review. GSTX has not said when, or whether, it will apply. The convertible notes are a private placement, so the capital arrives before any listing and outside the registration process that a public offering would require.

What to watch

Three things will indicate whether the Nasdaq goal moves from rhetoric to process: completion and size of the convertible note offering, progress at the San Diego plant, and any filing that signals an application. The September release sets no timeline for any of them.