🚀 Getting Started & Eligibility

🏢 ISSUER FAQ

Frequently Asked Questions for Companies Considering Tokenization

✅ SEC CATEGORY 1 COMPLIANT | Issuer-Sponsored Tokenized Securities pursuant to SEC Division of Corporation Finance, Division of Investment Management, and Division of Trading and Markets Joint Statement dated January 28, 2026

📋 ELIGIBILITY & REQUIREMENTS

Q: What types of companies can tokenize their shares on OTCOTCM Meme?

Protocol?

A: Any active legal entity with valid corporate standing and the ability to create a new preferred share class can ~~tokenize.~~tokenize under our SEC Category 1 compliant framework. This includes:

Company Type	Eligible	Notes
📈 OTC-listed companies	✅ Yes	Pink, OTCQB, OTCQX
🌫️ Grey market companies	✅ Yes	Companies without broker-dealer quotations
💤 Companies with ~~dormant or~~ illiquid securities	✅ Yes	Lost 15c2-11 eligibility
📋 Ceased reporting companies	✅ Yes	Former SEC filers
🚫 Never-filed entities	✅ Yes	With proper corporate standing
🏛️ Private companies	✅ Yes	With proper corporate structure

Requirements:

Requirement	Description
✅ Board ~~authority~~Authority	Board ~~proceed~~resolution 🆔authorizing ~~Basic~~Series ~~KYC~~M ~~verification~~ creation and tokenization
🏢 Valid ~~corporate~~Corporate ~~standing~~Standing	Active status with state of incorporation
🔍 KYB Verification	Know Your Business verification of entity and beneficial owners
👥 Management KYC	KYC verification of all officers and directors
📋 Due Diligence	Completion of issuer due diligence process
⚖️ Legal Capacity	Authority to create new preferred share class

Q: Do we need to be SEC-registered or filing reports to participate?

A: No. Many companies on our platform have ceased SEC reporting or never filed. We work with companies in various regulatory ~~states, including:~~states:

~~quotations~~

Regulatory Status	Eligible	Category 1 Notes
📊 Active SEC filers	✅ Yes	Full reporting companies welcome
🌫️ Grey market ~~with~~ (no ~~broker-dealer~~quotations)	✅ Yes	Perfect candidates for liquidity restoration
📋 Ceased reporting companies	✅ Yes	Common situation we address
🚫 Never-filed entities	✅ Yes	Private companies can tokenize
💤 Lost 15c2-11 eligibility	✅ Yes	Core use case for OTCM Protocol

💡 Category 1 Benefit: ~~entities~~SEC

1 framework provides regulatory clarity regardless of your current SEC filing status. Tokenization does NOT create new SEC filing obligations for the issuer.

Q: What are Series "M" Preferred Shares?

A: Series "M" is a special class of preferred stock created specifically for ~~tokenization:~~SEC Category 1 compliant tokenization:

// Series "M" Share Characteristics interfaceSeriesMShares{// 1_000_000_000;//Exactlybillionconversion: redemption: // Characteristic Specification Purpose 📏 Total Shares Exactly 1,000,000,000 (1 billion) Fixed specificationssupply 📏for totalShares:tokenization 🛡️ 1Immunity Protected immunity:from "Stockstock splits & corporate actions";actions Maintains "1:1 backing 🔄 Conversion Rights Convertible to common stock";stock deposit:per "Certificate of Designation Investor protection 🏦 Custody Permanently deposited at Empire Stock Transfer";Transfer SEC-registered "custodian 🔒 Redemption Irrevocable once tokenized";tokenized Prevents manipulation Rights and Restrictions 🚫votingRights:false;//Novotingrightsdividends:false;//NocompanyAccess:// } Attribute Status Rationale 🗳️ dividendVoting rightsRights ❌ false;None Prevents control issues 💰 Dividend Rights ⚠️ Per Certificate of Designation Issuer determines 🔄 Conversion Rights ✅ Yes Convertible to common stock 🛡️ Protective Conversion ✅ Yes Auto-converts on adverse events 🏢 Company Access ❌ Cannot be reclaimed Permanent custody

Characteristic	Specification	Purpose
📏 Total Shares	Exactly 1,000,000,000 (1 billion)	Fixed ~~specifications~~supply 📏for ~~totalShares:~~tokenization
🛡️ 1Immunity	Protected ~~immunity:~~from ~~"Stock~~stock splits & corporate ~~actions";~~actions	Maintains "1:1 backing
🔄 Conversion Rights	Convertible to common ~~stock";~~stock ~~deposit:~~per "Certificate of Designation	Investor protection
🏦 Custody	Permanently deposited at Empire Stock ~~Transfer";~~Transfer	SEC-registered "custodian
🔒 Redemption	Irrevocable once ~~tokenized";~~tokenized	Prevents manipulation

Attribute	Status	Rationale
🗳️ ~~dividend~~Voting ~~rights~~Rights	❌ ~~false;~~None	Prevents control issues
💰 Dividend Rights	⚠️ Per Certificate of Designation	Issuer determines
🔄 Conversion Rights	✅ Yes	Convertible to common stock
🛡️ Protective Conversion	✅ Yes	Auto-converts on adverse events
🏢 Company Access	❌ Cannot be reclaimed	Permanent custody

`Certificate of Designation The Certificate of Designation filed with the Wyoming Secretary of State defines: Term Description 📜 Conversion Ratio Rate at which Series M converts to common stock 🚨 Protective Triggers Events that trigger automatic conversion 💰 Dividend Rights Whether and how dividends are paid 🏛️ Liquidation Preference Rights in event of liquidation 📋 Other Terms Additional terms as determined by issuer Q: How much does it cost our company to tokenize?`

Term	Description
📜 Conversion Ratio	Rate at which Series M converts to common stock
🚨 Protective Triggers	Events that trigger automatic conversion
💰 Dividend Rights	Whether and how dividends are paid
🏛️ Liquidation Preference	Rights in event of liquidation
📋 Other Terms	Additional terms as determined by issuer

A: PrimaryThe costprimary iscosts are your mandatory tokenliquidity purchase:investment and legal fees:
Mandatory Liquidity Investment







PurchaseLiquidity %Contribution Tokens Purchased
Price per Token
Total Investment




40% (minimum) 400,000,000
$0.00001
$4,000


50% 500,000,000
$0.00001
$5,000


60% (maximum) 600,000,000
$0.00001
$6,000




Additional costs:
Costs













forshare


ontradesTokenizationProcessQ: Can we reclaim our Series "M" shares after depositing them?

A:
Oncedeposited with are

andirrevocable.



Cost Type Amount Notes
🚫 NoPlatform Fees None upfront No platform onboarding fees
⚖️ Legal feesFees
Varies
Certificate creationof 💰Designation, board resolutions
🏛️ 0.5%State transactionFiling feesFees
~$100-500
Wyoming Secretary 
of ⚙️State Thefiling


🏦 AbsolutelyCustody not.Setup
Included
Empire Stock Transfer,Transfer sharescoordination
💰 permanentlyTransaction lockedFees
5%
On secondary market trades (paid by traders)

Vesting Schedule for Issuer Tokens




































Allocation Vesting Notes
20% Free immediately Available at token creation
20% At $75K graduation When token graduates to Raydium
20% 6 months post-graduation Cliff vesting
20% 12 months post-graduation Cliff vesting
20% 18 months post-graduation Cliff vesting


💡 Note: Your mandatory 40-60% purchase goes into the liquidity pool to provide immediate trading availability for ST22 token holders.
🔒

This
is a fundamental feature that ensures:


🤝 Token holder confidence

🛡⚙️ ManipulationTHE prevention
TOKENIZATION 💎PROCESS
Permanent backing guarantee


Q: What's the timeline for tokenization from start to finish?

A: Typically 4-6 weeks: for SEC Category 1 compliant tokenization:





Week
Phase
Activities




1-2
📋 Due Diligence
Documentation reviewreview, KYB verification, management KYC


2-3
⚖️ Board Resolution
Series "M"M creationauthorization, tokenization approval


3-4
🏛️ State Filing
Certificate of designationDesignation with Wyoming Secretary of State


4-5
🤝 Agreement Execution
Tripartite agreementAgreement, executioncustody arrangements


5-6
🪙 Launch
Share deposit anddeposit, token mintingminting, CEDEX listing



Detailed 
Process Steps







































































Step Action Responsible Party
1 Submit application and documentation Issuer
2 KYB verification and management KYC OTCM Protocol
3 Due diligence review OTCM Protocol
4 Board resolution for Series M Issuer
5 Draft Certificate of Designation Legal counsel
6 File Certificate with Wyoming SOS Issuer
7 Execute Tripartite Agreement All parties
8 CUSIP assignment CUSIP Global Services
9 Deposit shares with Empire Stock Transfer Issuer
10 Verify custody and mint tokens OTCM Protocol
11 Mandatory liquidity purchase Issuer
12 CEDEX listing and trading begins OTCM Protocol


Q: Can we reclaim our Series "M" shares after depositing them?

A: Absolutely not. Once deposited with Empire Stock Transfer, shares are permanently locked and irrevocable.

Why Permanence Is Essential






























Reason Benefit
🤝 Token Holder Confidence Investors know backing cannot be removed
🛡️ Manipulation Prevention Company cannot pump and dump
💎 Permanent Backing Guarantee 1:1 backing maintained forever
⚖️ Category 1 Compliance SEC framework requires true equity backing
🏦 Custody Integrity Empire Stock Transfer enforces permanence

Enforcement Mechanisms






























Mechanism Description
📜 Legal Agreements Tripartite Agreement prohibits withdrawal
🏦 Custody Protocols Empire Stock Transfer rejects all withdrawal requests
🔗 Smart Contract Company wallets blacklisted from redemption
🛡️ Transfer Hooks Enforce custody verification on every transaction
⚖️ Penalty Clauses Severe penalties for any violation attempts


Q: Do we need shareholder approval for tokenization?
A: Depends on your corporate bylaws and state law. Generally:











governing








Situation Requirement
✅ Most Cases Board approval only for new preferred share class
📋 Check specificBylaws
Some documentsbylaws ⚖require shareholder vote for new share classes
🏛️ State lawLaw State of incorporation may have specific requirements
🔍 Due diligenceDiligence Our process will clarify your specific situation


Typical Board Resolution Contents






























Element Description
📜 Authorization Authorize creation of Series M Preferred Shares
📊 Terms Approve Certificate of Designation terms
🪙 Tokenization Authorize tokenization on OTCM Protocol
🏦 Custody Authorize deposit with Empire Stock Transfer
✍️ Signatories Designate authorized signers for agreements


Q: What happens to our existing common shareholders?
A: Nothing changes for existing shareholders:








ofstock

newly created and separate
📈 














Factor Impact
🚫 No dilutionDilution
Series M is newly created, not carved from existing commonshares

📊 SeriesCap "M"Table
Traditional cap table unaffected
📈 Common Stock Existing common shareholders retain all rights
🔄 Separation Tokenization is completely separate from common stock
💰 Value
Potential positive impact from increased liquidity/visibility

How It Works

Before Tokenization:
├── Common Stock: [Existing shareholders unchanged]
└── Preferred Stock: [Any existing classes unchanged]

After Tokenization:
├── Common Stock: [Existing shareholders unchanged]
├── Preferred Stock: [Any existing classes unchanged]
└── Series M Preferred: [NEW - 1 billion shares for tokenization]
    └── Deposited with Empire Stock Transfer
    └── Tokenized as ST22 tokens


📋 CompanyCOMPANY ObligationsOBLIGATIONS & Restrictions
RESTRICTIONS
Q: Can our company redeem tokens to get back our Series "M" shares?

A: Never. Companies are permanently prohibited from redemption:
//Prohibited CompanyActions




































Action Status Enforcement
🔄 Redeem Tokens ❌ Prohibited Smart contract rejection
🏦 Withdraw Shares ❌ Prohibited Empire Stock Transfer rejection
🔐 Access Custody Account ❌ Prohibited Custody protocols
✏️ Modify Share Terms ❌ Prohibited Certificate of Designation is filed
🔥 Burn Tokens ❌ Prohibited Smart contract restriction

Enforcement Mechanisms











restrictionspubstruct//smart_contract_blacklist:"Automaticrejection",blocking",
        legal_agreements: "







//ProhibitedactionsMechanism How It Works
🖤 Wallet Blacklist All company wallets blacklisted from redemption


🏦 CompanyRestrictionsCustody {Rejection
Empire EnforcementStock mechanismsTransfer 🛡️rejects puball enforcement:issuer EnforcementMechanismswithdrawal {requests


📜 empire_rejection_protocols:Legal "Custody-levelPenalties
Severe penalty clauses",clauses public_disclosure:in "Tripartite Agreement
🔗 Smart Contract Automatic rejection of prohibited transactions
📢 Public Disclosure Any violation attempts exposed"publicly },exposed



🚫
pub prohibited: Vec<ProhibitedAction> = vec![
        ProhibitedAction::RedeemTokens,
        ProhibitedAction::WithdrawShares,
        ProhibitedAction::AccessCustodyAccount,
        ProhibitedAction::ModifyShareTerms
    ]
}







Q: Can we buy our own tokens on the secondary market?

A: Yes, but with significant restrictions:
Permitted Actions











after

















Action Permitted Notes
✅ Can purchasePurchase additional tokens
Yes After mandatory initial buy
✅ Hold tokens Yes In company treasury
✅ Use for incentives Yes Employee compensation, partnerships
✅ Sell on market Yes Subject to vesting schedule

Prohibited Actions











🔥




💼




only








Action Prohibited Enforcement
🚫 Cannot redeem themRedeem for shares
Yes Smart contract rejection
🚫 Cannot burn themBurn to reduce reservesupply
Yes Smart contract restriction
🚫 BusinessManipulate purposesprice
Yes Circuit breakers + legal
🚫 Insider trading Yes Securities law applies


⚠️ Securities Law Reminder: (employeeST22 incentives,Tokenized partnerships)Securities 🖤are securities under federal securities laws. All company walletstrading blacklistedmust fromcomply redemption
with 
insider trading prohibitions and other applicable securities laws.



Q: What's our mandatory tokenliquidity purchaseinvestment requirement?

A: Must purchaseinvest in 40-60% of tokens immediately upon creation:
// Mandatory purchase requirements
interface MandatoryPurchase {
  // Purchase specificationsSpecifications









"timing:"

"


purpose:"

//
Specification Requirement
📊 percentage:Percentage
40-60%" // Company(company chooses exact amountamount)

⏰ Timing Within 4 hours of minting";token preFunding:minting
💵 Pre-Funding Required before share acceptance";acceptance

🎯 Purpose Demonstrates commitment + provides liquidity";liquidity


Example calculationCalculation
💰example:{tokens:"





pricePerToken:"

totalInvestment:"

liquidityProvided:"

}



Element
Value
🪙 Tokens Purchased 500,000,000 (50%)",

💰 Price per Token $0.00001",00001

💵 Total Investment $5,000",000

💧 Result Instant trading availability"liquidity };available




Where

~~Purchase~~Liquidity %Contribution	Tokens Purchased	Price per Token	Total Investment
40% (minimum)	400,000,000	$0.00001	$4,000
50%	500,000,000	$0.00001	$5,000
60% (maximum)	600,000,000	$0.00001	$6,000

Cost Type	Amount	Notes
🚫 NoPlatform Fees	None upfront	No platform onboarding fees
⚖️ Legal ~~fees~~Fees	Varies	Certificate ~~creation~~of 💰Designation, board resolutions
🏛️ ~~0.5%~~State ~~transaction~~Filing ~~fees~~Fees	~$100-500	Wyoming Secretary of ⚙️State ~~The~~filing
🏦 ~~Absolutely~~Custody ~~not.~~Setup	Included	Empire Stock ~~Transfer,~~Transfer ~~shares~~coordination
💰 ~~permanently~~Transaction ~~locked~~Fees	5%	On secondary market trades (paid by traders)

Allocation	Vesting	Notes
20%	Free immediately	Available at token creation
20%	At $75K graduation	When token graduates to Raydium
20%	6 months post-graduation	Cliff vesting
20%	12 months post-graduation	Cliff vesting
20%	18 months post-graduation	Cliff vesting

Week	Phase	Activities
1-2	📋 Due Diligence	Documentation ~~review~~review, KYB verification, management KYC
2-3	⚖️ Board Resolution	Series ~~"M"~~M ~~creation~~authorization, tokenization approval
3-4	🏛️ State Filing	Certificate of ~~designation~~Designation with Wyoming Secretary of State
4-5	🤝 Agreement Execution	Tripartite ~~agreement~~Agreement, ~~execution~~custody arrangements
5-6	🪙 Launch	Share ~~deposit and~~deposit, token ~~minting~~minting, CEDEX listing

Step	Action	Responsible Party
1	Submit application and documentation	Issuer
2	KYB verification and management KYC	OTCM Protocol
3	Due diligence review	OTCM Protocol
4	Board resolution for Series M	Issuer
5	Draft Certificate of Designation	Legal counsel
6	File Certificate with Wyoming SOS	Issuer
7	Execute Tripartite Agreement	All parties
8	CUSIP assignment	CUSIP Global Services
9	Deposit shares with Empire Stock Transfer	Issuer
10	Verify custody and mint tokens	OTCM Protocol
11	Mandatory liquidity purchase	Issuer
12	CEDEX listing and trading begins	OTCM Protocol

Reason	Benefit
🤝 Token Holder Confidence	Investors know backing cannot be removed
🛡️ Manipulation Prevention	Company cannot pump and dump
💎 Permanent Backing Guarantee	1:1 backing maintained forever
⚖️ Category 1 Compliance	SEC framework requires true equity backing
🏦 Custody Integrity	Empire Stock Transfer enforces permanence

Mechanism	Description
📜 Legal Agreements	Tripartite Agreement prohibits withdrawal
🏦 Custody Protocols	Empire Stock Transfer rejects all withdrawal requests
🔗 Smart Contract	Company wallets blacklisted from redemption
🛡️ Transfer Hooks	Enforce custody verification on every transaction
⚖️ Penalty Clauses	Severe penalties for any violation attempts

Situation	Requirement
✅ Most Cases	Board approval only for new preferred share class
📋 Check ~~specific~~Bylaws	Some ~~documents~~bylaws ⚖require shareholder vote for new share classes
🏛️ State ~~law~~Law	State of incorporation may have specific requirements
🔍 Due ~~diligence~~Diligence	Our process will clarify your specific situation

Element	Description
📜 Authorization	Authorize creation of Series M Preferred Shares
📊 Terms	Approve Certificate of Designation terms
🪙 Tokenization	Authorize tokenization on OTCM Protocol
🏦 Custody	Authorize deposit with Empire Stock Transfer
✍️ Signatories	Designate authorized signers for agreements

Factor	Impact
🚫 No ~~dilution~~Dilution	Series M is newly created, not carved from existing ~~common~~shares
📊 ~~Series~~Cap ~~"M"~~Table	Traditional cap table unaffected
📈 Common Stock	Existing common shareholders retain all rights
🔄 Separation	Tokenization is completely separate from common stock
💰 Value	Potential positive impact from increased liquidity/visibility

Action	Status	Enforcement
🔄 Redeem Tokens	❌ Prohibited	Smart contract rejection
🏦 Withdraw Shares	❌ Prohibited	Empire Stock Transfer rejection
🔐 Access Custody Account	❌ Prohibited	Custody protocols
✏️ Modify Share Terms	❌ Prohibited	Certificate of Designation is filed
🔥 Burn Tokens	❌ Prohibited	Smart contract restriction

Mechanism	How It Works
🖤 Wallet Blacklist	All company wallets blacklisted from redemption
🏦 ~~CompanyRestrictions~~Custody {Rejection	Empire ~~Enforcement~~Stock ~~mechanisms~~Transfer 🛡️rejects ~~pub~~all ~~enforcement:~~issuer ~~EnforcementMechanisms~~withdrawal {requests
📜 ~~empire_rejection_protocols:~~Legal ~~"Custody-level~~Penalties	Severe penalty ~~clauses",~~clauses ~~public_disclosure:~~in "Tripartite Agreement
🔗 Smart Contract	Automatic rejection of prohibited transactions
📢 Public Disclosure	Any violation attempts ~~exposed"~~publicly },exposed

Action	Permitted	Notes
✅ ~~Can purchase~~Purchase additional tokens	Yes	After mandatory initial buy
✅ Hold tokens	Yes	In company treasury
✅ Use for incentives	Yes	Employee compensation, partnerships
✅ Sell on market	Yes	Subject to vesting schedule

Action	Prohibited	Enforcement
🚫 ~~Cannot redeem~~ ~~them~~Redeem for shares	Yes	Smart contract rejection
🚫 ~~Cannot burn~~ ~~them~~Burn to reduce ~~reserve~~supply	Yes	Smart contract restriction
🚫 ~~Business~~Manipulate ~~purposes~~price	Yes	Circuit breakers + legal
🚫 Insider trading	Yes	Securities law applies

Specification	Requirement
📊 ~~percentage:~~Percentage	40-60%" ~~// Company~~(company chooses exact ~~amount~~amount)
⏰ Timing	Within 4 hours of ~~minting";~~token ~~preFunding:~~minting
💵 Pre-Funding	Required before share ~~acceptance";~~acceptance
🎯 Purpose	Demonstrates commitment + provides ~~liquidity";~~liquidity

Element	Value
🪙 Tokens Purchased	500,000,000 (50%)",
💰 Price per Token	$0.~~00001",~~00001
💵 Total Investment	$5,~~000",~~000
💧 Result	Instant trading ~~availability"~~liquidity };available

Your

Investment Goes





















Allocation Percentage Purpose
💧 Liquidity Pool 40% of your purchase Provides trading liquidity
🔒 Vested Holdings 60% of your purchase Released per vesting schedule


Q: Do we have ongoing obligations after tokenization?
A: NoMinimal mandatory ongoing obligations,obligations, but recommended:recommended activities:
Mandatory Obligations































Obligation Requirement Frequency
🏢 Maintain Corporate Standing Keep company in good standing Ongoing
📋 Honor Certificate Terms Comply with Certificate of Designation Ongoing
🛡️ Protective Conversion Honor conversion triggers if activated As triggered
⚖️ Securities Compliance Comply with applicable securities laws Ongoing

Recommended Activities (Not Mandatory)










engagement
📢 Provide periodic business updates (voluntary)

🗣️ Participate in













Activity Benefit
💬 MaintainCommunity communityEngagement
Builds token holder confidence
📢 Business Updates Voluntary updates on company progress
🗣️ Token Holder Communication Participate in discussions
🏃‍♂️ Business Operations Continue normal business operationsactivities


💡 Important: Tokenization does NOT create new SEC filing or reporting obligations for the issuer. Your existing regulatory status remains unchanged.



💰 FinancialFINANCIAL & LegalLEGAL Considerations
CONSIDERATIONS
Q: How does tokenization affect our taxes?

A: Consult your tax advisor, but generally:










Event
Typical Tax Treatment
Notes




📜 Creating Series "M"M
Typically non-taxable
Corporate restructuring


💵 Initial token purchase
Capital investment
Business expense consideration


📈 Token sales
Capital gains/losses
Based on holding period


💰 Fee payments
Deductible expense
Business operations

🔄 Token-for-services Fair market value Employee compensation rules


⚠️ Disclaimer: This is general information only. Consult a qualified tax advisor for your specific situation.



Q: What if we go bankrupt or face SEC enforcement?
A: Protective conversion triggers automatically:automatically to protect ST22 token holders:
//Protective Conversion Trigger eventEvents
protectionspubenumTriggerEvents//




💸
    BankruptcyFiling {
        chapters: vec!["Chapter 7", "Chapter 11", "Chapter 13"],
        action: "Automatic conversion to common stock",
        timing: "Immediate upon filing"
    },

    // Regulatory enforcement 🏛️
    SECEnforcementAction {
        triggers: vec!["Cease and desist", "Civil penalties", "Asset freeze"],
        action: ""

























Trigger {Event
Action
Timing
💸 Bankruptcy protectionFiling
Series M converts to common",common protection:stock
Immediate upon filing
🏛️ SEC Enforcement Action Series M converts to common stock Upon cease and desist, civil penalties, asset freeze
⚖️ Criminal Proceedings Series M converts to common stock Upon indictment, conviction, or plea
🚨 Material Adverse Event Series M converts to common stock Per Certificate of Designation
🏦 Custody Breach Series M converts to common stock If custody integrity compromised

How Protective Conversion Works



























CriminalproceedingsStep Action
1 Trigger event occurs
2 Transfer Hooks detect trigger via oracle
3 Automatic conversion initiated
4 ST22 tokens convert to common stock representation
5 Token holders can claim assets"underlying },common //shares



Token Holder Protection














triggers: vec!["Indictment", "Conviction", "Plea agreement"],
        action: "Immediate conversion triggered",
        safeguard: "Protects token holder interests"
    }
}






🛡️ Protection: 











Protection Description
🛡️ Conversion Rights Series M converts to common stock
⚖️ CriminalActionCreditor {Status
Token holders canbecome claimcommon assetsshareholders throughwith creditor claims
📋 Asset Claims Can participate in bankruptcy proceedings
🏛️ Legal Standing Full securities law protections apply


💡 Important: Protective conversion process.is designed to give token holders the best possible position in adverse scenarios. However, conversion to common stock does NOT guarantee any recovery—the common stock may have little or no value.



🎖️ INVESTOR REQUIREMENTS

Q: Who can purchase our ST22 tokens?

A: ST22 Tokenized Securities are offered under Regulation D Rule 506(c), which requires:

Investor Requirements


























Requirement Description
🎖️ Accredited Investor Status All purchasers must be verified accredited investors
🪪 KYC Verification Full Know Your Customer verification required
🚫 OFAC Screening Sanctions screening on every transaction
✅ Verification Third-party accreditation verification (self-certification NOT sufficient)

Accredited Investor Qualifications






























Qualification Method Criteria
💰 Individual Income $200,000+ annually for past 2 years (or $300,000 joint with spouse)
🏦 Net Worth $1,000,000+ excluding primary residence
📜 Professional License Series 7, 65, or 82 license in good standing
🏢 Entity $5,000,000+ in assets
🏛️ Institutional Banks, broker-dealers, insurance companies, RIAs


⚠️ Important: This is a benefit for your company—accredited investor requirements mean your token holders are sophisticated investors who understand investment risk.



Q: Why are accredited investor requirements a benefit?

A: Accredited investor requirements provide several advantages:


































Benefit Description
🎖️ Sophisticated Investors Token holders understand investment risk
⚖️ Regulatory Compliance Clear compliance with SEC requirements
🏛️ Institutional Participation Enables institutional investors to participate
🛡️ Reduced Liability Proper verification reduces issuer liability
📊 Market Quality Higher quality investor base
🚫 Reduced Complaints Sophisticated investors less likely to complain about volatility


🏛️ CATEGORY 1 COMPLIANCE

Q: What is SEC Category 1 and why does it matter?

A: On January 28, 2026, the SEC issued guidance establishing a framework for tokenized securities:

Category 1: Issuer-Sponsored Tokenized Securities






































Requirement OTCM Implementation
🏛️ Direct Issuer Authorization Board resolution required
📝 Official Shareholder Register Certificate of Designation filed
🏦 Regulated Custody Empire Stock Transfer (SEC-registered)
💎 True Equity Backing 1:1 Series M preferred shares
🔗 Clear Ownership Chain CUSIP + Golden Medallion Guarantee
🛡️ Investor Protection 42 Transfer Hook controls
📜 Token Standard Compliance SPL Token-2022 with Transfer Hooks

Why Category 1 Matters for Issuers






























Benefit Description
⚖️ Regulatory Clarity Clear SEC framework for tokenized securities
🏛️ Institutional Legitimacy Operating within established securities law
🛡️ Investor Confidence Token holders know they own real equity
📋 Compliance Certainty Clear requirements to follow
🔄 No New Obligations Tokenization doesn't create new SEC filing requirements


Q: Are ST22 tokens securities?

A: Yes. ST22 Tokenized Securities are securities under federal securities laws. This is by design.

Why Securities Classification Is Good






























Benefit Description
⚖️ Regulatory Clarity No ambiguity about regulatory status
🛡️ Investor Protection Full securities law protections apply
🏛️ Institutional Access Institutions can participate in compliant securities
📊 Market Credibility Securities market legitimacy vs. "meme token" perception
🎯 Target Market Attracts serious investors seeking liquidity


💡 Core Principle: Rather than engineering around securities laws, OTCM Protocol operates within them—providing the regulatory clarity that enables institutional participation and long-term market sustainability.



📞 GETTING STARTED

Q: How do we begin the tokenization process?

A: Contact our Issuer Relations team to start:

Initial Steps






























Step Action
1 Contact Issuer Relations — issuers@otcm.io
2 Initial Consultation — Discuss your situation and goals
3 Documentation Request — Receive list of required documents
4 Submit Application — Complete issuer application
5 Due Diligence — Begin KYB and management KYC process

Required Documentation (Initial)


































Document Purpose
📜 Articles of Incorporation Verify corporate formation
✅ Certificate of Good Standing Verify active status
📋 Bylaws Review governance structure
📊 Cap Table Understand ownership structure
👥 Officer/Director List Identify management for KYC
🏢 Business Description Understand company operations


📞 Contact Information































Contact Email Purpose
🏢 Issuer Relations issuers@otcm.io New issuer inquiries
⚖️ Legal Department legal@otcm.io Legal questions
🛡️ Compliance compliance@otcm.io Compliance questions
📋 General Inquiries info@otcm.io General questions


📋 Document Information


























Field Value
📄 Document Version 3.0
📅 Last Updated January 2026
📍 Jurisdiction Wyoming, United States
🏛️ Regulatory Framework SEC Category 1 (Issuer-Sponsored Tokenized Securities)


⚠️ Disclaimers






























Disclaimer Description
📋 Not Legal Advice This FAQ does not constitute legal or tax advice
👨‍⚖️ Consult Professionals Consult qualified legal and tax advisors
🔄 Subject to Change Information may be updated as regulations evolve
⚖️ Securities Laws Apply ST22 Tokenized Securities are securities under federal law
💸 Investment Risk Tokenization does not guarantee any financial outcome


© 2026 OTCM Protocol, Inc. | All Rights Reserved

ST22 Tokenized Securities are securities under federal securities laws pursuant to SEC Category 1 (Issuer-Sponsored Tokenized Securities) framework. This document is for informational purposes only and does not constitute legal, tax, or investment advice.

Step	Action
1	Contact Issuer Relations — issuers@otcm.io
2	Initial Consultation — Discuss your situation and goals
3	Documentation Request — Receive list of required documents
4	Submit Application — Complete issuer application
5	Due Diligence — Begin KYB and management KYC process

Allocation	Percentage	Purpose
💧 Liquidity Pool	40% of your purchase	Provides trading liquidity
🔒 Vested Holdings	60% of your purchase	Released per vesting schedule

Obligation	Requirement	Frequency
🏢 Maintain Corporate Standing	Keep company in good standing	Ongoing
📋 Honor Certificate Terms	Comply with Certificate of Designation	Ongoing
🛡️ Protective Conversion	Honor conversion triggers if activated	As triggered
⚖️ Securities Compliance	Comply with applicable securities laws	Ongoing

Activity	Benefit
💬 ~~Maintain~~Community ~~community~~Engagement	Builds token holder confidence
📢 Business Updates	Voluntary updates on company progress
🗣️ Token Holder Communication	Participate in discussions
🏃‍♂️ Business Operations	Continue normal business ~~operations~~activities

Event	Typical Tax Treatment	Notes
📜 Creating Series ~~"M"~~M	Typically non-taxable	Corporate restructuring
💵 Initial token purchase	Capital investment	Business expense consideration
📈 Token sales	Capital gains/losses	Based on holding period
💰 Fee payments	Deductible expense	Business operations
🔄 Token-for-services	Fair market value	Employee compensation rules

Trigger {Event	Action	Timing
💸 Bankruptcy ~~protection~~Filing	Series M converts to ~~common",~~common ~~protection:~~stock	Immediate upon filing
🏛️ SEC Enforcement Action	Series M converts to common stock	Upon cease and desist, civil penalties, asset freeze
⚖️ Criminal Proceedings	Series M converts to common stock	Upon indictment, conviction, or plea
🚨 Material Adverse Event	Series M converts to common stock	Per Certificate of Designation
🏦 Custody Breach	Series M converts to common stock	If custody integrity compromised

Step	Action
1	Trigger event occurs
2	Transfer Hooks detect trigger via oracle
3	Automatic conversion initiated
4	ST22 tokens convert to common stock representation
5	Token holders can claim ~~assets"~~underlying },common //shares

Protection	Description
🛡️ Conversion Rights	Series M converts to common stock
⚖️ ~~CriminalAction~~Creditor {Status	Token holders ~~can~~become ~~claim~~common ~~assets~~shareholders ~~through~~with creditor claims
📋 Asset Claims	Can participate in bankruptcy proceedings
🏛️ Legal Standing	Full securities law protections apply

Requirement	Description
🎖️ Accredited Investor Status	All purchasers must be verified accredited investors
🪪 KYC Verification	Full Know Your Customer verification required
🚫 OFAC Screening	Sanctions screening on every transaction
✅ Verification	Third-party accreditation verification (self-certification NOT sufficient)

Qualification Method	Criteria
💰 Individual Income	$200,000+ annually for past 2 years (or $300,000 joint with spouse)
🏦 Net Worth	$1,000,000+ excluding primary residence
📜 Professional License	Series 7, 65, or 82 license in good standing
🏢 Entity	$5,000,000+ in assets
🏛️ Institutional	Banks, broker-dealers, insurance companies, RIAs

Benefit	Description
🎖️ Sophisticated Investors	Token holders understand investment risk
⚖️ Regulatory Compliance	Clear compliance with SEC requirements
🏛️ Institutional Participation	Enables institutional investors to participate
🛡️ Reduced Liability	Proper verification reduces issuer liability
📊 Market Quality	Higher quality investor base
🚫 Reduced Complaints	Sophisticated investors less likely to complain about volatility

Requirement	OTCM Implementation
🏛️ Direct Issuer Authorization	Board resolution required
📝 Official Shareholder Register	Certificate of Designation filed
🏦 Regulated Custody	Empire Stock Transfer (SEC-registered)
💎 True Equity Backing	1:1 Series M preferred shares
🔗 Clear Ownership Chain	CUSIP + Golden Medallion Guarantee
🛡️ Investor Protection	42 Transfer Hook controls
📜 Token Standard Compliance	SPL Token-2022 with Transfer Hooks

Benefit	Description
⚖️ Regulatory Clarity	Clear SEC framework for tokenized securities
🏛️ Institutional Legitimacy	Operating within established securities law
🛡️ Investor Confidence	Token holders know they own real equity
📋 Compliance Certainty	Clear requirements to follow
🔄 No New Obligations	Tokenization doesn't create new SEC filing requirements

Benefit	Description
⚖️ Regulatory Clarity	No ambiguity about regulatory status
🛡️ Investor Protection	Full securities law protections apply
🏛️ Institutional Access	Institutions can participate in compliant securities
📊 Market Credibility	Securities market legitimacy vs. "meme token" perception
🎯 Target Market	Attracts serious investors seeking liquidity

Document	Purpose
📜 Articles of Incorporation	Verify corporate formation
✅ Certificate of Good Standing	Verify active status
📋 Bylaws	Review governance structure
📊 Cap Table	Understand ownership structure
👥 Officer/Director List	Identify management for KYC
🏢 Business Description	Understand company operations

Contact	Email	Purpose
🏢 Issuer Relations	issuers@otcm.io	New issuer inquiries
⚖️ Legal Department	legal@otcm.io	Legal questions
🛡️ Compliance	compliance@otcm.io	Compliance questions
📋 General Inquiries	info@otcm.io	General questions

Field	Value
📄 Document Version	3.0
📅 Last Updated	January 2026
📍 Jurisdiction	Wyoming, United States
🏛️ Regulatory Framework	SEC Category 1 (Issuer-Sponsored Tokenized Securities)

Disclaimer	Description
📋 Not Legal Advice	This FAQ does not constitute legal or tax advice
👨‍⚖️ Consult Professionals	Consult qualified legal and tax advisors
🔄 Subject to Change	Information may be updated as regulations evolve
⚖️ Securities Laws Apply	ST22 Tokenized Securities are securities under federal law
💸 Investment Risk	Tokenization does not guarantee any financial outcome

🚀 Getting Started & Eligibility

🏢 ISSUER FAQ

Frequently Asked Questions for Companies Considering Tokenization

📋 ELIGIBILITY & REQUIREMENTS

Q: What types of companies can tokenize their shares on OTCOTCM Meme?

Requirements:

status with state of incorporation

Q: Do we need to be SEC-registered or filing reports to participate?

1 framework provides regulatory clarity regardless of your current SEC filing status. Tokenization does NOT create new SEC filing obligations for the issuer. Q: What are Series "M" Preferred Shares?

Q: What are Series "M" Preferred Shares?

Series "M" Share Characteristics

Rights and Restrictions

of Designation

Q: How much does it cost our company to tokenize?

Mandatory Liquidity Investment

Additional costs:Costs

⚙️State Thefiling

Q: Can we reclaim our Series "M" shares after depositing them?

Vesting Schedule for Issuer Tokens

⚙️ ManipulationTHE prevention

Q: What's the timeline for tokenization from start to finish?

Q: What's the timeline for tokenization from start to finish?

Detailed

Process Steps

Q: Can we reclaim our Series "M" shares after depositing them?

Why Permanence Is Essential

Enforcement Mechanisms

Q: Do we need shareholder approval for tokenization?

Typical Board Resolution Contents

Q: What happens to our existing common shareholders?

How It Works

📋 CompanyCOMPANY ObligationsOBLIGATIONS & Restrictions

Q: Can our company redeem tokens to get back our Series "M" shares?

Q: Can our company redeem tokens to get back our Series "M" shares?

Prohibited CompanyActions

Enforcement Mechanisms

Q: Can we buy our own tokens on the secondary market?

Q: Can we buy our own tokens on the secondary market?

Permitted Actions

Prohibited Actions

trading prohibitions and other applicable securities laws. Q: What's our mandatory tokenliquidity purchaseinvestment requirement?

Q: What's our mandatory tokenliquidity purchaseinvestment requirement?

Mandatory purchase requirements interface MandatoryPurchase { // Purchase specificationsSpecifications

Example calculationCalculation

Where

Goes

Q: Do we have ongoing obligations after tokenization?

Mandatory Obligations

Recommended Activities (Not Mandatory)

💰 FinancialFINANCIAL & LegalLEGAL Considerations

Q: How does tokenization affect our taxes?

Q: How does tokenization affect our taxes?

⚠️ Disclaimer: This is general information only. Consult a qualified tax advisor for your specific situation.

Q: What if we go bankrupt or face SEC enforcement?

Protective Conversion Trigger eventEvents

How Protective Conversion Works

Token Holder Protection

🎖️ INVESTOR REQUIREMENTS

Q: Who can purchase our ST22 tokens?

Investor Requirements

Accredited Investor Qualifications

Q: Why are accredited investor requirements a benefit?

🏛️ CATEGORY 1 COMPLIANCE

Q: What is SEC Category 1 and why does it matter?

Category 1: Issuer-Sponsored Tokenized Securities

Why Category 1 Matters for Issuers

Q: Are ST22 tokens securities?

Why Securities Classification Is Good

📞 GETTING STARTED

Q: How do we begin the tokenization process?

Initial Steps

Required Documentation (Initial)

📞 Contact Information

📋 Document Information

⚠️ Disclaimers

1 framework provides regulatory clarity regardless of your current SEC filing status. Tokenization does NOT create new SEC filing obligations for the issuer.

Q: What are Series "M" Preferred Shares?

Additional costs:
Costs

Permitted
Actions

trading prohibitions and other applicable securities laws.

Q: What's our mandatory tokenliquidity purchaseinvestment requirement?

Mandatory
Obligations