OTCM Protocol — Education Center

🎓 OTCM Protocol — Education Center

Your complete guide to ST22 Digital Securities, SEC compliance, and the CEDEX platform

otcm.info | Updated March 2026

"OTCM Protocol doesn't add compliance to a trading platform. We built a compliance engine that happens to execute trades."

📚 Choose Your Path

I am a...	Start here
🏢 Issuer — OTC company looking to tokenize	→ Issuer Education Track
💼 Accredited Investor — qualified to invest in ST22 offerings	→ Accredited Investor Track
👤 Retail Investor — interested in the $GROO token	→ Retail Investor Track
🌐 Web3 / Crypto Trader — familiar with DeFi and DEXs	→ Web3 Trader Track
🆕 New to Crypto — never held a digital asset before	→ New to Crypto Track

🏢 Issuer Education Track

For: OTC public company executives, boards of directors, and CFOs considering ST22 tokenization.

📖 Module 1 — What Is OTCM Protocol and Why Should Your Company Care?

OTCM Protocol is a tokenized equity infrastructure platform that converts your company's preferred shares into ST22 Digital Securities on the Solana blockchain — giving your shareholders 24/7 liquid access to your stock without requiring a traditional market maker.

The problem we solve for you:

📉 Your market maker abandoned you when daily trading volume fell below $100K
💸 You can't afford $25K–$75K per year in market maker fees with no guaranteed results
🔒 Your shareholders are trapped — they can't sell, and that's damaging your company's reputation and ability to raise capital
☠️ Without liquidity, your company is caught in a death spiral — no investors, no growth, no future

What OTCM Protocol gives you:

✅ Permanent, automated liquidity — no market maker needed, ever again
✅ Full SEC Category 1 Model B compliance from day one
✅ A new class of engaged shareholders who hold your ST22 token
✅ A path to business reinvestment, uplisting, or stock buybacks funded by the platform

📖 Module 2 — Understanding the Series M Preferred Share Structure

Your existing common shareholders are not affected by tokenization. Here's how it works:

What is a Series M Preferred Share?

A Series M Preferred Share is a special class of preferred stock created by your board specifically for the OTCM Protocol tokenization process. It is:

🔹 Non-voting — it does not dilute the voting rights of your existing shareholders
🔹 Non-dilutive — it does not reduce the economic value of your common shares
🔹 Purpose-built for tokenization — the shares serve as the 1:1 collateral backing every ST22 token minted

How it works step by step:

Step	Action	Who Does It
1️⃣	Board passes resolution to create Series M Preferred class	Your board of directors
2️⃣	Certificate of Designation filed with Wyoming Secretary of State	Your legal counsel / JDT Legal
3️⃣	Series M shares deposited with Empire Stock Transfer	OTCM Protocol coordinates
4️⃣	Empire holds shares in SEC-registered perpetual custody	Empire Stock Transfer
5️⃣	OTCM mints ST22 tokens on Solana — 1 token per 1 share	OTCM Protocol
6️⃣	Tokens available for trading on CEDEX DEX	Your investors and community

💡 Your common shareholders are not impacted. Series M shares exist alongside — not instead of — your existing share classes.

📖 Module 3 — SEC Category 1 Model B: What It Means for Your Company

This is the most important compliance concept for issuers to understand.

The SEC's January 28, 2026 Joint Staff Statement on Tokenized Securities established two categories of tokenized security infrastructure:

	Category 1 (Issuer-Sponsored)	Category 2 (Third-Party)
Who authorizes the token?	The issuer directly	A third party
Who holds the underlying shares?	SEC-registered transfer agent	Third party / varies
Counterparty risk	None	Significant
Bankruptcy risk to holders	None — direct ownership claim	Yes — general creditor status
Voting rights preserved?	Yes	May not be
OTCM Protocol	✅ This is us	❌ Not us

SEC Release No. 33-11412 (March 17, 2026) formalized this framework. OTCM Protocol is the only micro-cap tokenization platform designed exclusively for Category 1 Model B compliance.

⚖️ What this means for you as an issuer: Your shareholders have a direct ownership claim to the underlying Series M shares held by Empire Stock Transfer. There is no middleman, no counterparty risk, and no risk of a third-party bankruptcy wiping out your investors' holdings.

📖 Module 4 — Empire Stock Transfer: Your Custodian and Compliance Partner

Empire Stock Transfer is not just a service provider — it is the regulatory backbone of your tokenization.

Empire's role in your ST22 issuance:

🏦 Qualified Custodian under Reg D Rule 506(c) — holds your Series M shares in perpetual SEC-registered custody
📋 Master Securityholder File — Empire's records ARE the official shareholder record (DLT-integrated)
👤 Sole Investor Onboarding Authority — every investor who receives your ST22 tokens has been verified by Empire
✅ KYC — individual identity verification
✅ KYB — entity / business investor verification
✅ AML — anti-money laundering screening
✅ OFAC / SDN — real-time sanctions screening
✅ Wallet Verification — on-chain address registered in Master Securityholder File

🔒 No investor receives your ST22 tokens without passing Empire's full verification process. This protects you from securities law violations and ensures your investor list is clean.

Empire's credentials:

SEC Section 17A-registered transfer agent since 2006
530+ publicly traded companies served
Operations across five continents

📖 Module 5 — The 9-Stage Issuer Onboarding Process

Stage	What Happens
1️⃣ Application	Submit issuer application at otcm.me
2️⃣ Due Diligence	OTCM reviews your company, EDGAR filings, shareholder structure
3️⃣ Legal Documentation	Series M Certificate of Designation, board resolution, shareholder approval
4️⃣ Custody Agreement	Execute perpetual custody agreement with Empire Stock Transfer
5️⃣ Share Deposit	Series M shares deposited and recorded in Master Securityholder File
6️⃣ Reg D Filing	Form D filed with SEC within 15 days of first sale
7️⃣ Token Minting	ST22 Digital Securities minted on Solana — 1:1 with deposited shares
8️⃣ CEDEX Listing	Token listed on CEDEX DEX with all 42 Transfer Hook controls active
9️⃣ Live Trading	24/7 global trading begins — liquidity locked permanently

📖 Module 6 — What Does Tokenization Cost, and What Do You Earn?

Your costs:

Issuer onboarding fee (one-time)
Legal documentation (Series M creation)
Custody agreement with Empire Stock Transfer

What the platform generates:

Platform trading fees: 0.4% per trade — charged to traders, not to you
Your company can earn through token distribution strategies, buyback programs, and community engagement

What your shareholders gain:

Immediate liquidity through the CEDEX DEX
24/7 access to buy and sell your ST22 tokens
Direct ownership claim to real underlying equity

📖 Module 7 — Regulation D Rule 506(c) Explained

Your ST22 token issuance is structured as a Regulation D Rule 506(c) private placement.

What this means:

✅ You can generally advertise your offering (unlike Reg D 506(b))
✅ You can raise an unlimited amount of capital
✅ Sales are restricted to accredited investors only — Empire enforces this at the wallet level
✅ You must file Form D with the SEC within 15 days of the first sale
✅ No SEC pre-registration required — you are exempt from full Securities Act registration

🔑 The key advantage of 506(c): You can publicly promote your ST22 offering while remaining fully exempt from the costly and time-consuming full registration process. Empire's verification infrastructure makes this possible — every buyer is confirmed as an accredited investor before receiving tokens.

💼 Accredited Investor Education Track

For: High-net-worth individuals, family offices, institutional investors, and qualified entities who meet the SEC's accredited investor definition.

📖 Module 1 — Am I an Accredited Investor?

Under SEC Rule 501(a), you qualify as an accredited investor if you meet any one of these criteria:

Individual qualification:

💰 Annual income exceeding $200,000 in each of the last two years ($300,000 joint with spouse), with expectation of the same this year
🏦 Net worth exceeding $1,000,000, excluding primary residence
📜 Hold a valid Series 7, 65, or 82 securities license in good standing
💼 "Knowledgeable employee" of a fund in which you are investing

Entity qualification:

🏢 Entity with total assets exceeding $5,000,000 not formed specifically to invest here
🤝 All equity owners are individually accredited investors
🏦 Banks, insurance companies, registered investment companies, business development companies

⚠️ Important: Accredited investor status must be verified by Empire Stock Transfer before you can receive any ST22 tokens. You cannot self-certify on OTCM Protocol — Empire's verification process is mandatory for all investors.

📖 Module 2 — What Are ST22 Digital Securities?

ST22 Digital Securities are regulated, compliant tokenized equity instruments — not cryptocurrencies in the traditional sense.

Key characteristics:

Feature	ST22 Digital Security	Traditional Crypto Token
Backed by real equity?	✅ Yes — 1:1 with Series M shares	❌ Usually no
SEC regulated?	✅ Yes — Category 1 Model B	❌ Usually no
SEC-registered custodian?	✅ Empire Stock Transfer	❌ No
Voting rights?	✅ Preserved	❌ N/A
Can trade on any DEX?	❌ CEDEX only (by design)	✅ Any platform
Compliance enforced on every trade?	✅ 42 Transfer Hook controls	❌ No

📌 Why CEDEX only? ST22 tokens use SPL Token-2022 Transfer Hooks — a Solana security feature that enforces compliance on every single transfer. Standard DEXs like Raydium and Orca disable these hooks during trading, which would make your tokens non-compliant. CEDEX is the only exchange built to keep all 42 controls active on every trade.

📖 Module 3 — The Empire Stock Transfer Onboarding Process

As an accredited investor, you must complete Empire's full verification before receiving any ST22 tokens.

What you will need:

🪪 Government-issued photo ID (passport, driver's license)
📄 Proof of current address (utility bill, bank statement — within 90 days)
📊 Documentation of accredited status (tax returns, brokerage statements, or net worth verification)
💼 For entity investors: articles of incorporation, trust certificate, or IRA custodian letter
🔑 Your Solana wallet address for registration in the Master Securityholder File

What Empire verifies:

✅ KYC — your identity (99.6% facial recognition accuracy via Jumio/Onfido)
✅ KYB — your entity structure (if investing as a company, fund, or trust)
✅ AML — your funds are not proceeds of illegal activity
✅ OFAC / SDN — you are not on any US sanctions list
✅ Wallet Verification — your Solana wallet address is registered and belongs to you

⏱️ Timeline: Empire targets verification completion within 1–3 business days for standard applications. Complex entity investors (funds, trusts) may take longer.

📖 Module 4 — Understanding the 1:1 Attestation and What Backs Your Investment

Every ST22 Digital Security token you hold is backed 1:1 by a real Series M Preferred Share held in SEC-registered custody by Empire Stock Transfer.

How the attestation works:

🛡️ You cannot be rugged. The tokens cannot be minted without shares being deposited first. The shares cannot be withdrawn while tokens are outstanding. This is enforced at the smart contract level — not by policy.

📖 Module 5 — Your Rights as an ST22 Holder

Right	Details
💰 Economic rights	Your Series M shares carry the economic rights defined in the Certificate of Designation
🗳️ Voting rights	Preserved — ST22 token holders retain all voting rights of the underlying shares
🛡️ Bankruptcy protection	You have a direct ownership claim — not a creditor claim — to the underlying shares held by Empire
💹 24/7 trading	Trade your ST22 tokens on CEDEX DEX at any time, globally
📋 Transfer restrictions	6-month Rule 144 holding period for US investors; 12 months for non-US (Regulation S) — enforced by Transfer Hook Control 24, not manually

📖 Module 6 — Key Risks Every Accredited Investor Must Understand

⚠️ These are real risks. Read them carefully before investing.

📉 Market risk — ST22 token values can decline to zero. Underlying companies are often illiquid, early-stage, or distressed.
🏢 Company risk — The issuing company's business may fail, regardless of the token structure.
⏳ Illiquidity risk — Your tokens are locked for 6 months (US) or 12 months (non-US) after purchase. CEDEX liquidity may be limited depending on the issuer.
⚙️ Technology risk — Smart contract bugs, Solana network issues, or Transfer Hook failures could affect your tokens.
⚖️ Regulatory risk — Securities laws may change. OTCM Protocol is designed for current SEC guidance and will update as regulations evolve.
🔑 Wallet risk — If you lose access to your Solana wallet private keys, your tokens cannot be recovered. OTCM Protocol cannot retrieve lost wallet keys.

👤 Retail Investor Education Track

For: Individual investors who want to participate in the $GROO token or learn about OTCM Protocol's public market.

📖 Module 1 — What Is the $GROO Token?

$GROO is the native ST22 Digital Security token of Groovy Company, Inc. dba OTCM Protocol — the company that built this platform.

🏢 Issuer: Groovy Company, Inc. dba OTCM Protocol (NYSE: GROO, CIK: 1499275)
⛓️ Blockchain: Solana
📜 Standard: SPL Token-2022 with Transfer Hooks
💰 Backing: 1:1 with Series M Preferred Shares held by Empire Stock Transfer
🔒 Custodian: Empire Stock Transfer (SEC-registered)

$GROO is not a meme coin. It is a regulated digital security backed by real equity in a real SEC-reporting company.

📖 Module 2 — The Difference Between a Security Token and a Cryptocurrency

This is the most important concept for retail investors to understand.

	Cryptocurrency (e.g., Bitcoin, Solana)	ST22 Security Token (e.g., $GROO)
What backs it?	Nothing — value is market-driven	Real equity shares in a real company
Is it regulated?	Generally no — SEC takes varying positions	Yes — SEC Category 1 Model B
Do you need to verify identity?	No	Yes — Empire Stock Transfer KYC
Can anyone buy it?	Yes	US: accredited investors only (Reg D 506c)
Where can it trade?	Any DEX or exchange	CEDEX DEX only
Does it represent ownership?	No	Yes — underlying Series M preferred share

🔑 Key takeaway: $GROO gives you real, regulated ownership of a piece of OTCM Protocol's equity. That's fundamentally different from buying a coin that has no underlying asset.

📖 Module 3 — What Is CEDEX and How Do I Trade There?

CEDEX (Compliant Exchange for Digital Securities) is the only trading venue for ST22 tokens. It is located at otcm.vip.

Why can't I trade ST22 tokens on Raydium or Jupiter?

ST22 tokens have 42 security controls built into every transfer via SPL Token-2022 Transfer Hooks. When tokens are traded on standard DEXs, those DEXs disable the Transfer Hooks — which would instantly make the tokens non-compliant with SEC requirements. CEDEX is purpose-built to keep all controls active on every trade.

How to access CEDEX:

🔹 Visit otcm.vip
🔹 Connect your Phantom wallet (or other Solana-compatible wallet)
🔹 Complete Empire Stock Transfer verification (required before receiving tokens)
🔹 Trade 24/7 — globally, with no market maker required

📖 Module 4 — What Is the Bonding Curve? (GROO Token Only)

The $GROO token has a unique price discovery mechanism called a bonding curve during its initial launch phase. This applies only to $GROO — not to other issuers' ST22 tokens.

How it works in plain English:

The price of $GROO increases automatically as more tokens are purchased
The price decreases automatically as tokens are sold
There is no order book — prices are set by a mathematical formula
Liquidity is provided by the bonding curve itself, not by a market maker

What happens when the bonding curve closes?

When $GROO hits its graduation criteria (market cap ≥ $250,000, OR 127,000+ unique holders, OR 72 hours elapsed), the bonding curve permanently closes:

🔹 All SOL collected moves to the OTCM Global Unified CEDEX Liquidity Pool
🔹 Liquidity is permanently locked — it cannot be removed by anyone
🔹 $GROO moves to full CPMM (Constant Product Market Maker) trading on CEDEX
🔹 Trading continues 24/7 with deeper, permanent liquidity

📖 Module 5 — Setting Up Your Phantom Wallet

New to Solana? Here's how to get started:

1️⃣ Download Phantom Wallet at phantom.app (mobile or browser extension)
2️⃣ Create a new wallet — write down your seed phrase and store it somewhere physically safe (not digitally)
3️⃣ Fund your wallet with SOL (you'll need a small amount for transaction fees — typically less than $0.01 per trade)
4️⃣ Visit otcm.io and connect your wallet
5️⃣ Complete Empire Stock Transfer verification
6️⃣ You're ready to trade on otcm.vip

📖 Module 6 — Risks for Retail Investors

⚠️ Please read before investing any amount.

📉 You can lose all of your money. ST22 tokens can go to zero. Only invest what you can afford to lose entirely.
🔒 Tokens have holding periods. After purchasing, your tokens may be locked for 6–12 months depending on your location and investor status.
🔑 Lost wallet = lost tokens. If you lose your Phantom wallet seed phrase, your tokens cannot be recovered by anyone.
📵 CEDEX only. Do not attempt to send ST22 tokens to Raydium, Orca, Jupiter, or any other DEX — this will cause a compliance failure and your transaction will be rejected.
🌐 Do your own research. Nothing on this page is investment advice. Consult a licensed financial advisor before investing.

🌐 Web3 / Crypto Trader Track

For: Experienced DeFi users, crypto traders, and Web3 participants who understand wallets, DEXs, and Solana — but are new to tokenized securities.

📖 Module 1 — How ST22 Differs from Standard SPL Tokens

If you've traded on Raydium, Orca, or Jupiter, you already understand SPL tokens. ST22 is different in one critical way: Transfer Hooks.

SPL Token-2022 Transfer Hooks are a Solana-native extension that runs custom validation logic on every token transfer — not just minting and burning, but every single trade, wallet-to-wallet transfer, and swap.

OTCM Protocol implements 42 distinct security controls inside the Transfer Hook. Every trade on CEDEX passes through all 42 checks. If any check fails, the transaction reverts atomically — no partial state, no partial transfer.

The 42 controls include:

🛡️ Empire Stock Transfer custody verification (Control 1)
🌍 OFAC/SDN real-time sanctions screening (Controls 8–10)
📊 AML risk scoring (Control 11)
✅ Accreditation verification (Control 12)
⏳ Rule 144 / Regulation S holding period lock (Control 24)
📉 Circuit breaker — 30% price drop halts trading (automatic)
🔒 4.99% maximum single-wallet holding limit

⚙️ For developers: The Transfer Hook is an immutable on-chain program. Not even OTCM Protocol can modify or disable it after deployment. Upgrade authority requires a 5-of-9 multi-signature with a 24-hour timelock.

📖 Module 2 — Why ST22 Tokens Cannot Trade on External DEXs

This is the most common question from Web3 traders. The answer is architectural, not policy-based.

When a standard DEX (Raydium, Orca, Jupiter, Meteora) executes a swap, it calls the Token Program directly — bypassing the Transfer Hook entirely. This disables all 42 security controls mid-trade, which would:

❌ Disable custody verification
❌ Disable OFAC/SDN screening
❌ Disable accreditation verification
❌ Remove the Rule 144 holding period enforcement
❌ Make the tokens non-compliant Digital Securities under SEC Release No. 33-11412

CEDEX maintains Transfer Hook enforcement on every swap execution. It is the only venue that can do this correctly.

DEX	Token-2022 Support	Transfer Hook Support	ST22 Compatible?
Raydium	Partial	❌ Disabled at swap	❌ No
Orca	Limited	❌ Not implemented	❌ No
Jupiter	Aggregated	❌ Inherits DEX limits	❌ No
Meteora	Basic	❌ Bypassed	❌ No
CEDEX (OTCM Protocol)	Full native	✅ All 42 controls	✅ Yes — only compliant venue

📖 Module 3 — The CEDEX AMM: CPMM Architecture

CEDEX uses a Constant Product Market Maker (CPMM) formula operating against the OTCM Global Unified CEDEX Liquidity Pool.

The math: x × y = k

Where x = SOL reserve, y = token reserve, k = constant. As you buy tokens, SOL in the pool increases and tokens decrease — price rises. As you sell, the reverse occurs.

What makes CEDEX's CPMM unique:

🔹 Every swap still passes through all 42 Transfer Hook controls
🔹 The liquidity pool is funded by the OTCM Protocol Solana Treasury and the OTCM Staking Pool
🔹 Once liquidity is added to the Global Unified CEDEX Liquidity Pool, it is permanently locked — liquidity_locked = true is immutable at the bytecode level
🔹 No rug pull is possible — the lock cannot be reversed by any party
🔹 ~400ms transaction finality on Solana — ~$0.00025 per transaction

📖 Module 4 — The GROO Bonding Curve (GROO Token Only)

The $GROO token uses a linear bonding curve during its initial price discovery phase. This is specific to $GROO — third-party issuer ST22 tokens skip the bonding curve phase entirely.

Linear formula: P(n) = 0.000001 SOL + (0.0000000079 SOL × tokens_issued)

Graduation criteria (any one triggers graduation):

Criterion	Threshold
Market Cap	≥ $250,000 USD
Unique Holders	≥ 127,000 wallets
Time Elapsed	≥ 72 hours post-deployment

On graduation:

Bonding curve permanently disabled (immutable state flag at bytecode level — not admin-controlled)
All SOL migrated to Global Unified CEDEX Liquidity Pool
liquidity_locked = true — permanent, immutable
$GROO begins CPMM trading on CEDEX

📖 Module 5 — ST22 vs. ERC-3643 (T-REX): Architecture Comparison

For Web3 participants familiar with Ethereum security token standards:

Attribute	ERC-3643 / T-REX (Ethereum)	ST22 / CEDEX (Solana)
Market maturity	$32B+ tokenized · 8+ years	Emerging · Category 1 pioneer
Compliance enforcement	ONCHAINID + external registries	42 controls inside Transfer Hook — atomic
Bypass risk	Possible via direct EVM call	Impossible — runtime-enforced
Transaction speed	12–15s (L1) · seconds (L2)	~400ms
Transaction cost	$1–$50+ (L1) · ~$0.01 (L2)	~$0.00025
Liquidity model	External DEX / ATS	Global Unified CEDEX Liquidity Pool — permanent
Target market	Institutional tokenization at scale	Illiquid OTC micro-cap Digital Securities
SEC compliance	Varies	Category 1 Model B · Release No. 33-11412

📖 Module 6 — Staking and the OTCM Staking Pool

The OTCM Staking Pool is one of the two primary funding sources for the Global Unified CEDEX Liquidity Pool (alongside the OTCM Protocol Solana Treasury).

How staking works:

🔹 OTCM Security Token (Series S) holders can stake their tokens
🔹 A portion of staking pool capital routes to the Global Unified CEDEX Liquidity Pool
🔹 This deepens platform liquidity for all ST22 issuers
🔹 Stakers participate in platform governance via DAO voting (targeted 2028 activation)

DAO governance note: The 42 Transfer Hook security controls are immutable — they are not subject to DAO vote. Governance covers fee parameters, liquidity pool configuration, and protocol upgrades within defined bounds only.

🆕 New to Crypto Track

For: Traditional investors, stock market participants, or anyone who has never held a digital asset before.

📖 Module 1 — What Is a Blockchain, and Why Does It Matter Here?

A blockchain is a public, permanent digital ledger — like a spreadsheet that thousands of computers around the world maintain simultaneously. No single person or company controls it.

Why OTCM Protocol uses a blockchain (Solana):

🔹 Every ST22 token ownership record is stored permanently on Solana — publicly verifiable
🔹 Every trade is recorded instantly and cannot be altered or deleted
🔹 The 42 security controls run automatically — no human can override them
🔹 Transactions settle in ~400 milliseconds for less than a penny

Think of it like a stock transfer system, but instead of a clearinghouse taking 2 days to settle, it settles in less than a second — and anyone can verify it.

📖 Module 2 — What Is a Digital Wallet?

A digital wallet is not like a bank account. It is a piece of software that holds the cryptographic private keys that prove you own your tokens.

🔹 OTCM Protocol recommends Phantom Wallet (available at phantom.app)
🔹 Your wallet has a public address — like an account number, safe to share
🔹 Your wallet has a private key / seed phrase — like your password and PIN combined. Never share this with anyone.
🔹 If you lose your seed phrase, your tokens cannot be recovered — not by OTCM Protocol, not by Empire Stock Transfer, not by anyone

🔑 Write your seed phrase on paper. Store it somewhere physically secure. Never photograph it or store it digitally.

📖 Module 3 — What Makes ST22 Tokens Different from Bitcoin or Ethereum?

	Bitcoin / Ethereum	ST22 Digital Security
What is it?	Digital currency / speculative asset	Regulated equity ownership instrument
Backed by anything?	No	Yes — real company shares
SEC regulated?	Debated / varies	Yes — Category 1 Model B
Do you need ID to buy?	No	Yes — Empire Stock Transfer verification
Is it a stock?	No	Yes — it represents real equity
Can you lose money?	Yes	Yes — all investments carry risk

The short version: Buying an ST22 token is closer to buying a stock than buying Bitcoin. You are buying regulated ownership in a real company. The blockchain just makes it faster, cheaper, and available 24/7.

📖 Module 4 — What Is Accredited Investor Status and Do I Need It?

For the $GROO token and all ST22 issuer tokens under Reg D Rule 506(c):

Currently, ST22 tokens are available only to accredited investors — individuals or entities that meet specific financial thresholds set by the SEC.

You likely qualify if:

Your annual income exceeds $200,000 ($300,000 joint with a spouse) for the last two years
Your net worth exceeds $1,000,000 (not including your primary home)
You hold a valid Series 7, 65, or 82 license

If you don't currently qualify as an accredited investor, you can still:

📚 Learn about the platform and follow OTCM Protocol's public progress
📈 Follow $GROO's public market performance (NYSE: GROO)
📩 Sign up at otcm.io to receive updates when retail access options expand

📖 Module 5 — Glossary of Key Terms

Term	Plain-English Definition
ST22 Digital Security	A regulated token on Solana representing real equity in a company, compliant with SEC rules
Series M Preferred Share	A special non-voting share created by a company specifically to back ST22 tokens 1:1
Transfer Hook	A Solana feature that runs 42 security checks on every single token transfer — automatically
CEDEX	OTCM Protocol's trading platform — the only exchange that keeps all 42 security controls active
Empire Stock Transfer	SEC-registered transfer agent and custodian — holds the real shares that back every token
Reg D Rule 506(c)	The SEC rule that allows private offerings to accredited investors with general advertising
Category 1 Model B	The SEC's highest standard for tokenized securities — issuer-authorized, custodian-held
Bonding Curve	A math formula that sets the $GROO token price automatically based on supply and demand
CPMM	Constant Product Market Maker — the trading formula CEDEX uses after $GROO graduates
Accredited Investor	An SEC-defined investor who meets income or net worth thresholds to invest in private offerings
KYC / KYB	Know Your Customer / Know Your Business — identity verification required by law
AML	Anti-Money Laundering — screening to ensure investment funds are from legal sources
OFAC / SDN	US Treasury sanctions lists — Empire screens all investors against these in real time
Phantom Wallet	A popular Solana-compatible digital wallet used to hold and trade ST22 tokens
Seed Phrase	A 12–24 word recovery phrase for your wallet — never share it with anyone

❓ Frequently Asked Questions

Q: Can I trade ST22 tokens on Raydium, Jupiter, or other standard DEXs?

No. ST22 tokens use Transfer Hook technology that standard DEXs disable during trading. Trading on any DEX other than CEDEX would disable all 42 compliance controls and make the tokens non-compliant. Your transaction would be rejected at the Transfer Hook level.

Q: What happens to my tokens if OTCM Protocol goes out of business?

Your Series M shares remain in Empire Stock Transfer's custody regardless of OTCM Protocol's status. Empire is an independent, SEC-registered transfer agent. Your direct ownership claim to the underlying shares is protected.

Q: Is the $GROO token a meme coin?

No. $GROO is a regulated ST22 Digital Security backed 1:1 by Series M Preferred Shares of Groovy Company, Inc. dba OTCM Protocol, held in SEC-registered custody. It is subject to Rule 144 holding periods, accreditation requirements, and all 42 Transfer Hook compliance controls.

Q: What is the 6-month holding period?

Under SEC Rule 144, restricted securities cannot be freely resold for 6 months after purchase. Transfer Hook Control 24 enforces this automatically — your tokens are mathematically locked until the holding period expires. Non-US investors face a 12-month hold under Regulation S.

Q: How do I know my tokens are really backed 1:1?

The 1:1 attestation oracle publishes a cryptographic signature on-chain within ~400ms of every mint. Anyone can verify on-chain that the number of ST22 tokens in circulation equals exactly the number of Series M shares deposited with Empire Stock Transfer. This is public and permanent.

Q: Who do I contact for support?

Need	Contact
🏢 Issuer onboarding	otcm.me
💼 Investor verification	Empire Stock Transfer via otcm.io
₿ Trading support	otcm.vip
📚 Technical docs	otcm.info
📧 General inquiries	invest@otcm.io
📞 Phone	1-404-734-3277

⚠️ Disclaimer: Nothing in this Education Center constitutes investment, legal, accounting, or tax advice. All investments in ST22 Digital Securities involve significant risk, including possible loss of your entire investment. Consult a licensed financial advisor before making any investment decision. ST22 Digital Securities are offered only to accredited investors under Reg D Rule 506(c). Groovy Company, Inc. dba OTCM Protocol · NYSE: GROO · CIK: 1499275 · 12 Daniel Rd East, Fairfield, NJ 07004

OTCM Protocol Education Center · otcm.info · Updated March 2026 "We're not disrupting functioning markets. We're creating permanent markets where none exist."