💼 CORPORATE CODE OF CONDUCT
💼 CORPORATE CODE OF CONDUCT
✅ 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
🌟 INTRODUCTION
OTCM Protocol, Inc. ("OTCM Protocol" or the "Company") is a Wyoming Digital Asset Corporation operating a blockchain-based platform that enables the tokenization of securities as ST22 Tokenized Securities on the Solana blockchain under the SEC Category 1 (Issuer-Sponsored Tokenized Securities) framework.
📊 Our Commitment
We publish regular updates and reports, available on our website, containing information regarding:
Area | Description |
|---|---|
🔧 Operations | Our platform operations and performance |
📜 Policies | Internal policies and procedures |
🎯 Practices | Business practices and compliance activities |
⚖️ Regulatory | Category 1 compliance status and updates |
🌍 Scope of Application
This Corporate Code of Conduct applies to:
Scope | Description |
|---|---|
🏢 Company | The Company and any subsidiaries |
👥 US Personnel | All personnel working in the United States |
🌐 Global Personnel | All personnel in foreign countries |
🤝 Contractors | Contractors and consultants acting on behalf of the Company |
This Code supplements, emphasizes, and clarifies certain aspects of the Company's internal policies.
1. ⚖️ OBEYING THE LAW
Obeying the law, both in letter and spirit, is the foundation on which OTCM Protocol's ethical standards are built.
🎯 Our Expectations
The Company expects its personnel to maintain the highest ethical standards of business conduct and comply with:
Requirement | Description |
|---|---|
🇺🇸 Federal Laws | All applicable federal laws and regulations |
🏛️ State Laws | All applicable state laws and regulations |
🌍 International Laws | Laws of countries where we operate |
📜 Company Policies | All internal policies and procedures |
⚖️ Securities Laws | Federal and state securities laws |
🏦 Category 1 Framework | SEC Category 1 compliance requirements |
💡 Getting Help
Although personnel are not expected to know the details of each law, we encourage seeking advice from:
Resource | When to Contact |
|---|---|
👨💼 Supervisors/Managers | Initial questions and guidance |
⚖️ Legal Department | Legal and regulatory questions |
🛡️ Compliance Team | Category 1 and securities compliance questions |
🤝 HR Department | Employment and workplace questions |
2. 📋 REGULATORY COMPLIANCE
2.1 📈 Securities Compliance — Category 1 Framework
OTCM Protocol operates SEC Category 1 compliant infrastructure for issuer-sponsored tokenized securities.
We maintain strict compliance with:
Regulation | Description |
|---|---|
📊 Securities Act of 1933 | Registration requirements and exemptions |
📈 Securities Exchange Act of 1934 | Trading and reporting requirements |
🏛️ State Securities Laws | "Blue Sky" laws in applicable jurisdictions |
📜 Regulation D Rule 506(c) | Accredited investor offering exemption |
🏦 Transfer Agent Regulations | Empire Stock Transfer partnership compliance |
⚖️ SEC Category 1 Framework | January 28, 2026 Joint Statement requirements |
Category 1 Compliance Requirements
Personnel must understand and support compliance with all seven Category 1 requirements:
Requirement | Personnel Obligation |
|---|---|
🏛️ Direct Issuer Authorization | Verify board resolutions are obtained |
📝 Official Shareholder Register | Ensure proper Certificate of Designation filing |
🏦 Regulated Custody | Coordinate with Empire Stock Transfer |
💎 True Equity Backing | Verify 1:1 backing on all transactions |
🔗 Clear Ownership Chain | Maintain CUSIP and documentation |
🛡️ Investor Protection | Ensure 42 Transfer Hook controls function |
📜 Token Standard Compliance | Maintain SPL Token-2022 compliance |
2.2 ⛓️ Blockchain and Cryptocurrency Compliance
As a platform operating on the Solana blockchain, we adhere to:
Regulation | Description |
|---|---|
💵 FinCEN Requirements | Bank Secrecy Act, AML program requirements |
🚫 OFAC Sanctions | Office of Foreign Assets Control sanctions compliance |
🏛️ Wyoming WDAC | Wyoming Digital Asset Corporation regulations |
🪪 KYC/AML | Know Your Customer and Anti-Money Laundering requirements |
🎖️ Accredited Investor | SEC Rule 501 verification requirements |
2.3 🛡️ Cybersecurity
Given our blockchain-based platform and the sensitive nature of Category 1 compliant securities trading, we maintain strict cybersecurity policies:
Control | Description |
|---|---|
🔍 Smart Contract Audits | Regular security audits of all smart contracts |
🔐 Multi-Signature Controls | Multi-signature wallet controls for treasury |
🚨 Incident Response | Documented incident response procedures |
🛡️ Penetration Testing | Regular penetration testing of all systems |
🪝 Transfer Hook Security | Monitoring of 42 Transfer Hook controls |
🏦 Custody Security | Secure integration with Empire Stock Transfer |
3. 🤫 CONFIDENTIAL INFORMATION AND INSIDER TRADING
We treat all non-public information about the Company, partner companies, tokenized securities, and business operations as confidential information.
❌ PROHIBITED ACTIVITIES
Personnel with access to confidential information are NOT permitted to:
Prohibition | Description |
|---|---|
📈 Trading on MNPI | Buy or sell securities based on material non-public information |
📢 Tipping | Share confidential information with others who may trade |
💬 Unauthorized Disclosure | Disclose confidential information without authorization |
💰 Personal Benefit | Use confidential information for personal financial gain |
🏢 Competitor Sharing | Share information with competitors |
🔒 Protected Information Includes:
Information Type | Examples |
|---|---|
🪙 Tokenization Plans | Upcoming ST22 tokenizations |
📊 Platform Metrics | Trading volumes and platform performance |
🤝 Business Development | Partnership negotiations and plans |
🔧 Technical Information | Technical developments, vulnerabilities, Transfer Hook configurations |
👥 Customer Information | Customer data, trading patterns, accreditation status |
⚖️ Regulatory Matters | Compliance issues, regulatory communications |
🏢 Issuer Information | Non-public information about tokenized companies |
⚖️ Legal and Ethical Duty
Personnel owe a duty to the Company to advance the Company's interests whenever possible. Using non-public information for personal financial benefit is:
Status | Description |
|---|---|
❌ Unethical | Violates our ethical standards |
⚖️ Illegal | Violates federal securities laws |
📜 Policy Violation | Violates OTCM Protocol's policies |
🚨 Terminable Offense | Subject to immediate termination |
⚠️ Category 1 Note: ST22 Tokenized Securities are securities under federal securities laws. Insider trading prohibitions apply fully to ST22 tokens.
4. ⚖️ FAIR COMPETITION AND MARKET INTEGRITY
🎯 OTCM Protocol is committed to:
Commitment | Description |
|---|---|
🏆 Fair Dealing | Open competition and fair dealing with clients, partners, and competitors |
🔍 Transparency | Transparent market operations without manipulation |
✅ Accuracy | Accurate representation of our services and capabilities |
📢 Ethical Marketing | Ethical marketing practices compliant with securities laws |
⚖️ Category 1 Integrity | Maintaining integrity of Category 1 compliance framework |
👥 Personnel are expected to:
Expectation | Description |
|---|---|
⚖️ Competition Laws | Conduct business in full compliance with all applicable competition laws |
🚫 Anti-Competitive | Not engage in any anti-competitive behavior |
📊 No Manipulation | Avoid market manipulation or wash trading of ST22 tokens |
🚨 Report Suspicious Activity | Report any suspicious trading activities |
🔧 System Integrity | Maintain integrity of bonding curve, liquidity pool, and Transfer Hook mechanisms |
📜 Securities Compliance | Ensure all marketing complies with Regulation D Rule 506(c) |
🛡️ Transfer Hook Integrity
Personnel must never:
Prohibition | Description |
|---|---|
🔓 Bypass Controls | Attempt to bypass or disable Transfer Hook controls |
🔧 Unauthorized Changes | Make unauthorized changes to security parameters |
📊 Manipulation | Manipulate custody verification or compliance checks |
🚫 Circumvention | Help others circumvent investor protection controls |
5. 🔒 DATA PRIVACY AND PROTECTION
OTCM Protocol is committed to complying with all applicable data privacy laws while maintaining Category 1 compliance data requirements.
📋 Regulatory Compliance:
Regulation | Description |
|---|---|
🇺🇸 CCPA/CPRA | California Consumer Privacy Act compliance |
🌍 GDPR | General Data Protection Regulation (where applicable) |
🏛️ State Laws | State-specific privacy requirements |
⚖️ Category 1 Retention | Regulatory data retention requirements for securities compliance |
👥 Personnel Must:
Requirement | Description |
|---|---|
🔐 Data Care | Handle customer data with utmost care and confidentiality |
📅 Retention Policies | Follow data retention and deletion policies |
🚨 Breach Reporting | Report data breaches immediately |
📚 Training | Complete required privacy training |
⚖️ Compliance Data | Understand Category 1 requires retention of KYC/AML/accreditation data |
📖 For more information: Company Privacy Policy
⚖️ Category 1 Data Requirements
Personnel must understand that certain data must be retained for regulatory compliance:
Data Type | Retention Period | Basis |
|---|---|---|
🪪 KYC Records | 5 years | Bank Secrecy Act |
💰 Transaction Records | 7 years | Securities laws |
🎖️ Accreditation Records | 5 years | SEC Rule 506(c) |
🚫 OFAC Screening | 5 years | Treasury requirements |
6. 💰 FINANCIAL INTEGRITY AND RESPONSIBILITY
Financial integrity and fiscal responsibility are core values of OTCM Protocol.
👥 All Company Team Members Are Responsible For:
Responsibility | Description |
|---|---|
💸 Appropriate Spending | Ensuring Company funds are appropriately spent |
📊 Accurate Records | Maintaining complete and accurate financial records |
✅ Internal Controls | Following internal controls and approval processes |
🔐 Asset Protection | Protecting Company assets, including cryptocurrency holdings |
🚨 Fraud Reporting | Reporting any suspected fraud or financial irregularities |
🏦 Treasury Security | Protecting SOL treasury and protocol funds |
🛡️ Internal Controls System:
Control | Description |
|---|---|
✅ Segregation of Duties | No single person controls entire transaction |
📋 Approval Workflows | Multi-level approval for significant transactions |
🔍 Regular Audits | Internal and external audit processes |
📊 Reconciliation | Regular reconciliation of blockchain and traditional accounts |
🏦 Custody Verification | Regular verification of Empire Stock Transfer holdings |
7. ⚠️ CONFLICTS OF INTEREST
All Company personnel have an obligation to always do what is best for the Company and its users.
🚨 Potential Conflicts Include:
Conflict Type | Description |
|---|---|
💰 Personal Investments | Personal investments in companies seeking ST22 tokenization |
🏢 Competing Interests | Financial interests in competing platforms |
💼 Outside Activities | Outside business activities interfering with job duties |
🎁 Gifts/Entertainment | Accepting gifts/entertainment from vendors beyond nominal value |
👨👩👧👦 Family Relationships | Family members working for competitors or partners |
📈 Personal Trading | Personal trading in ST22 tokens or OTCM Utility Tokens listed on our platform |
🏦 Issuer Relationships | Personal relationships with issuer management |
✅ Personnel Must:
Requirement | Description |
|---|---|
📋 Disclose Conflicts | Disclose all actual and potential conflicts |
✅ Obtain Approval | Obtain approval before engaging in potentially conflicting activities |
🚫 Avoid Conflicts | Avoid situations that could create conflicts |
📈 Pre-Clear Trading | Pre-clear personal trading in ST22 and OTCM tokens |
🔄 Annual Certification | Complete annual conflict of interest certification |
📈 Personal Trading Policy
Personnel with access to material non-public information must:
Requirement | Description |
|---|---|
🛑 Blackout Periods | Observe trading blackout periods around material events |
✅ Pre-Clearance | Obtain pre-clearance before trading ST22 or OTCM tokens |
📋 Reporting | Report all personal holdings and transactions |
⏰ Holding Periods | Observe minimum holding periods |
8. 🚫 ANTI-CORRUPTION AND SANCTIONS
8.1 💰 Anti-Bribery
OTCM Protocol prohibits ALL forms of bribery and corruption.
❌ Personnel May NOT:
Prohibition | Description |
|---|---|
💵 Offer Bribes | Offer, promise, or give bribes to any person |
🤝 Accept Bribes | Request or accept bribes from any person |
💸 Facilitation Payments | Make facilitation payments |
👥 Third-Party Bribery | Use third parties to engage in prohibited conduct |
🏛️ Government Officials | Make improper payments to government officials |
8.2 🌍 International Trade and Sanctions
We maintain strict policies regarding compliance with economic sanctions imposed by:
Authority | Description |
|---|---|
🇺🇸 United States | OFAC sanctions, export controls |
🌍 Foreign Governments | Applicable foreign sanctions |
🏛️ United Nations | UN Security Council sanctions |
🇪🇺 European Union | EU sanctions (where applicable) |
✅ Personnel Must:
Requirement | Description |
|---|---|
🔍 Screening | Screen all transactions and counterparties |
🚫 Prohibited Parties | Not engage with sanctioned parties |
🚨 Reporting | Report any potential sanctions issues |
📚 Training | Complete required sanctions training |
🪝 Transfer Hook Compliance | Understand Transfer Hooks enforce OFAC screening |
⚠️ Category 1 Note: All ST22 transactions are automatically screened against OFAC sanctions lists via Transfer Hook controls. Personnel must not attempt to circumvent these controls.
9. 🏢 WORKPLACE POLICIES
9.1 🏥 Health and Safety
OTCM Protocol strives to provide personnel with a workplace that is safe and healthy.
📋 All Company Locations Must Comply With:
Requirement | Description |
|---|---|
🏭 OSHA | Occupational Safety and Health Administration requirements |
🏛️ Local Regulations | Local health and safety regulations |
📜 Company Policies | Company safety policies and procedures |
👥 Personnel Are Responsible For:
Responsibility | Description |
|---|---|
📋 Follow Procedures | Following all safety procedures |
🚨 Report Hazards | Reporting safety hazards and incidents |
🛡️ Use Equipment | Using required safety equipment |
🤝 Support Safety | Supporting a culture of safety |
9.2 🤝 Equal Opportunity Employment
OTCM Protocol is an equal opportunity employer. Employment decisions are based solely on merit, qualifications, and abilities.
🚫 OTCM Protocol Does NOT Discriminate Based On:
Protected Characteristic | |
|---|---|
🎨 Race, Color, National Origin | |
⛪ Religion or Creed | |
👫 Gender, Gender Identity, Gender Expression | |
🏳️🌈 Sexual Orientation | |
📅 Age | |
♿ Disability (Physical or Mental) | |
🎖️ Military or Veteran Status | |
🧬 Genetic Information | |
🤱 Pregnancy, Childbirth, Related Conditions | |
⚖️ Any Other Characteristic Protected by Law |
9.3 🚫 Anti-Harassment
We are committed to maintaining a workplace free from all forms of harassment, including sexual harassment.
❌ OTCM Protocol Will NOT Tolerate:
Prohibited Conduct | Description |
|---|---|
🚫 Sexual Harassment | Unwelcome sexual advances, requests for sexual favors |
💬 Verbal Harassment | Offensive comments, slurs, jokes |
👀 Visual Harassment | Offensive images, gestures |
💻 Digital Harassment | Harassment via email, chat, social media |
😡 Bullying | Intimidation, threats, hostile behavior |
✅ All Personnel Are Required To:
Requirement | Description |
|---|---|
🤝 Respect | Treat colleagues with respect and professionalism |
🚨 Report | Report harassment immediately |
🔍 Cooperate | Cooperate with investigations |
📚 Training | Complete required training |
10. ⛓️ MODERN SLAVERY AND HUMAN TRAFFICKING
OTCM Protocol is committed to ensuring that modern slavery and human trafficking are NOT taking place in our business or supply chain.
🛡️ We Will:
Commitment | Description |
|---|---|
🔍 Due Diligence | Conduct due diligence on suppliers and partners |
📜 Contract Provisions | Include anti-slavery provisions in contracts |
🎓 Training | Train personnel on recognizing signs of modern slavery |
🚨 Reporting | Report any suspected instances to authorities |
11. 📢 REPORTING VIOLATIONS
11.1 📋 Reporting Obligation
All personnel have an obligation to report:
Report Type | Description |
|---|---|
❌ Code Violations | Violations of this Code of Conduct |
⚖️ Legal Violations | Violations of law or regulation |
🚫 Unethical Conduct | Unethical business conduct |
💰 Financial Concerns | Concerns about accounting or auditing matters |
🛡️ Compliance Issues | Category 1 compliance concerns |
🔐 Security Issues | Cybersecurity or Transfer Hook concerns |
11.2 📞 Reporting Channels
Reports can be made to:
Channel | Contact |
|---|---|
👨💼 Direct Supervisor | Your immediate supervisor |
⚖️ Legal Department | legal@otcm.io |
🛡️ Compliance Team | compliance@otcm.io |
🤝 Human Resources | hr@otcm.io |
🚨 Anonymous Hotline | ethics@otcm.io (anonymous reporting available) |
11.3 🛡️ No Retaliation
OTCM Protocol prohibits retaliation against anyone who:
Protected Activity | Description |
|---|---|
✅ Good Faith Reports | Makes a good faith report of violations |
🔍 Investigation Participation | Participates in investigations |
🚫 Refuses Wrongdoing | Refuses to participate in wrongdoing |
⚖️ Exercises Rights | Exercises legal rights |
12. ⚠️ CONSEQUENCES OF VIOLATIONS
Violations of this Code of Conduct may result in:
Consequence | Description |
|---|---|
⚠️ Verbal Warning | Initial warning for minor violations |
📝 Written Warning | Documented warning for repeated or serious violations |
💰 Financial Penalties | Forfeiture of bonus, clawback of compensation |
🔄 Reassignment | Reassignment to different role |
❌ Termination | Termination of employment |
⚖️ Legal Action | Civil or criminal prosecution |
🏛️ Regulatory Referral | Referral to SEC or other regulators |
13. ✅ ACKNOWLEDGMENT AND CERTIFICATION
All personnel must:
Requirement | Frequency |
|---|---|
📖 Read | Read and understand this Code of Conduct |
✍️ Acknowledge | Acknowledge receipt and understanding annually |
✅ Certify | Certify compliance with all provisions |
🎓 Training | Complete required training |
📋 Conflicts Disclosure | Disclose conflicts of interest annually |
📈 Trading Disclosure | Disclose personal trading in platform tokens |
14. 📝 AMENDMENTS
This Code of Conduct may be amended at any time by the Company's Board of Directors.
All amendments will be:
Action | Description |
|---|---|
📢 Communicated | Communicated to personnel |
🌐 Published | Posted on the Company website |
📧 Notified | Personnel notified via email |
15. 📞 CONTACT INFORMATION
For questions about this Code of Conduct:
Contact | |
|---|---|
⚖️ Legal Department | legal@otcm.io |
🛡️ Compliance Team | compliance@otcm.io |
🤝 Human Resources | hr@otcm.io |
🚨 Ethics Hotline | ethics@otcm.io |
Mailing Address:
OTCM Protocol, Inc.
Attn: Legal & Compliance
[Address]
Wyoming, United States📋 Document Information
Field | Value |
|---|---|
📄 Document Version | 3.0 |
📅 Last Updated | January 2026 |
📍 Jurisdiction | Wyoming, United States |
🏛️ Entity Type | Wyoming Digital Asset Corporation |
⚖️ Regulatory Framework | SEC Category 1 (Issuer-Sponsored Tokenized Securities) |
📅 FINAL ACKNOWLEDGMENT
By working at OTCM Protocol, Inc., you acknowledge that you have:
Acknowledgment | |
|---|---|
✅ Read | Read this Corporate Code of Conduct |
🧠 Understood | Understood all provisions and requirements |
🤝 Agreed | Agreed to comply with this Corporate Code of Conduct |
⚖️ Category 1 | Understand our Category 1 compliance obligations |
📜 Securities Laws | Understand ST22 tokens are securities under federal law |
🛡️ Integrity | Committed to maintaining Transfer Hook and compliance system integrity |
💼 Professional Excellence Through Ethical Conduct — Your commitment to these standards helps build trust in our Category 1 compliant platform and protects our community of users, issuers, and stakeholders.
© 2026 OTCM Protocol, Inc. | All Rights Reserved
ST22 Tokenized Securities are securities under federal securities laws. Personnel must understand and comply with all applicable securities laws and Category 1 requirements.