👥 INSIDER TRADING POLICY
Field | Value |
|---|---|
Document ID | OTCM-POL-ITP-001 |
Version | 1.0 |
Effective Date | January 30, 2026 |
Classification | CONFIDENTIAL |
Approved By | Board of Directors |
📋 TABLE OF CONTENTS
- Article I: Purpose and Scope
- Article II: Definitions
- Article III: Prohibition on Insider Trading
- Article IV: Examples of Material Nonpublic Information
- Article V: Blackout Periods
- Article VI: Pre-Clearance Requirements
- Article VII: Rule 10b5-1 Trading Plans
- Article VIII: Special Rules for ST22 Security Tokens
- Article IX: Reporting Obligations
- Article X: Penalties and Enforcement
- Article XI: Administration
🎯 ARTICLE I: PURPOSE AND SCOPE
Section 1.1 — Purpose
This Insider Trading Policy (the "Policy") is designed to prevent insider trading and to promote compliance with federal and state securities laws by all directors, officers, employees, contractors, and other persons associated with OTCM Protocol, Inc. (the "Company"). The Policy applies to trading in both traditional securities and ST22 Security Tokens issued through the OTCM Protocol platform.
Section 1.2 — Regulatory Framework
This Policy is adopted pursuant to and in compliance with:
⚖️ Regulation | Description |
|---|---|
Section 10(b) | Securities Exchange Act of 1934 |
Rule 10b-5 | Prohibition on fraud in connection with securities transactions |
Section 16 | Reporting and short-swing profit provisions |
ITSA 1984 | Insider Trading Sanctions Act of 1984 |
ITSFEA 1988 | Insider Trading and Securities Fraud Enforcement Act of 1988 |
SEC Joint Staff Statement | Tokenized Securities Guidance (January 28, 2026) |
Section 1.3 — Scope of Covered Securities
This Policy applies to all securities and digital assets issued by or through the Company, including:
📊 Security Type | Description |
|---|---|
🏢 Common Stock | OTCM Protocol, Inc. common stock |
📈 Preferred Stock | All series of OTCM Protocol, Inc. preferred stock |
🪙 Utility Tokens | OTCM Utility Tokens |
🔗 ST22 Security Tokens | Tokens representing Series M preferred shares of issuers on OTCM Protocol |
📜 Options/Warrants | Any options, warrants, or convertible securities |
📉 Derivatives | Any derivative instruments linked to Company securities or ST22 tokens |
📖 ARTICLE II: DEFINITIONS
Section 2.1 — Key Definitions
⏸️ "Blackout Period"
Any period during which trading by Covered Persons is prohibited, including quarterly blackout periods and event-specific blackout periods as described in Article V.
👤 "Compliance Officer"
The Chief Legal Officer or such other person designated by the Board of Directors to administer this Policy.
👥 "Covered Persons"
All directors, officers, employees, consultants, advisors, and contractors of the Company, as well as members of their immediate families and any entities controlled by such persons.
👨👩👧👦 "Immediate Family"
A person's spouse, domestic partner, parents, children, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law, and any person (other than a tenant or employee) sharing the person's household.
🔒 "Material Nonpublic Information" (MNPI)
Information that:
- Has not been publicly disclosed through appropriate channels; AND
- A reasonable investor would consider important in making an investment decision
📊 "Section 16 Insider"
Any director, executive officer, or beneficial owner of more than 10% of any class of equity securities of the Company.
🔗 "ST22 Security Token"
An SPL Token-2022 digital asset issued on the Solana blockchain representing a 1:1 ownership interest in Series M preferred shares held in custody by an SEC-registered transfer agent, as classified under SEC Category 1 (Issuer-Sponsored) tokenization framework.
📅 "Trading Day"
- Traditional Securities: Any day on which national securities exchanges are open for trading
- ST22 Security Tokens: Any calendar day (tokens trade 24/7)
🚫 ARTICLE III: PROHIBITION ON INSIDER TRADING
Section 3.1 — General Prohibition
⚠️ NO Covered Person shall, directly or indirectly, purchase, sell, gift, or otherwise transfer any Covered Security while in possession of Material Nonpublic Information concerning the Company, the OTCM Protocol platform, or any issuer whose securities are tokenized on the platform.
Section 3.2 — Prohibition on Tipping
⚠️ NO Covered Person shall disclose ("tip") Material Nonpublic Information to any other person, including family members, friends, business associates, or any third party, where such information may be used to trade in Covered Securities.
This prohibition applies regardless of whether the tipper receives any personal benefit from the disclosure.
Section 3.3 — Prohibition on Front-Running
⚠️ NO Covered Person shall trade in ST22 Security Tokens or other Covered Securities based on knowledge of:
- Pending platform launches
- Issuer onboardings
- Liquidity events
- Other material events affecting the OTCM Protocol platform
...before such information is publicly announced.
Section 3.4 — Application to Digital Asset Transactions
For the avoidance of doubt, the prohibitions in this Article III apply equally to:
🔗 Transaction Type | Covered? |
|---|---|
Direct purchases/sales of ST22 tokens | ✅ YES |
Transactions through DEXs | ✅ YES |
Transactions through AMMs/bonding curves | ✅ YES |
Transfers between wallets controlled by Covered Person | ✅ YES |
Liquidity provision or withdrawal | ✅ YES |
Any transaction resulting in change of beneficial ownership | ✅ YES |
📋 ARTICLE IV: EXAMPLES OF MATERIAL NONPUBLIC INFORMATION
Section 4.1 — Corporate Information
The following types of information are generally considered MNPI when not publicly disclosed:
🏢 Category | Examples |
|---|---|
💰 Financial | Results, projections, revenue/earnings guidance |
🤝 Business | Significant contracts, partnerships, relationships |
🔄 Corporate Actions | Mergers, acquisitions, divestitures |
👔 Leadership | Changes in executive leadership or Board composition |
💵 Financing | Equity or debt offerings |
⚖️ Legal | Significant litigation or regulatory matters |
🔐 Security | Cybersecurity incidents or data breaches |
Section 4.2 — Platform-Specific Information
The following OTCM Protocol platform information is considered MNPI:
🔗 Category | Examples |
|---|---|
🚀 Launches | Pending issuer onboardings or token launches |
💧 Liquidity | Planned pool migrations or modifications |
📈 Parameters | Changes to bonding curve parameters |
🔧 Technical | Smart contract upgrades or security patches |
📊 Data | Platform trading volume before public release |
📜 Regulatory | SEC communications or regulatory developments |
🏦 Custody | Transfer agent relationship changes |
🎯 Offerings | ICO or token offering timing and terms |
Section 4.3 — Issuer-Specific Information
Covered Persons who obtain MNPI about issuers whose securities are tokenized on OTCM Protocol are prohibited from trading in the ST22 tokens of such issuers. This includes:
- 📋 Pending corporate actions affecting tokenized shares
- 💰 Financial condition or performance of the underlying issuer
- 🚪 Planned delisting or detokenization
- ⚡ Protective conversion trigger events
- 🏦 Changes in transfer agent custody arrangements
⏸️ ARTICLE V: BLACKOUT PERIODS
Section 5.1 — Quarterly Blackout Periods
📅 Period | Description |
|---|---|
Start | First day of the third month of each fiscal quarter |
End | Two (2) full Trading Days after public release of quarterly/annual financial results |
Applies To | Company securities and OTCM Utility Tokens |
Section 5.2 — Event-Specific Blackout Periods
The Compliance Officer may impose event-specific blackout periods when MNPI exists that has not been publicly disclosed. Such blackout periods may apply to:
- Specific securities
- Specific ST22 tokens
- All Covered Securities
Covered Persons will be notified of event-specific blackout periods and the securities to which they apply.
Section 5.3 — Platform Launch Blackout Periods
🚀 All Covered Persons with knowledge of pending issuer onboardings or ST22 token launches are prohibited from trading in the affected tokens until FORTY-EIGHT (48) HOURS after the public launch announcement.
Section 5.4 — Exceptions to Blackout Periods
The following transactions are exempt from blackout period restrictions:
✅ Exception | Notes |
|---|---|
📋 Rule 10b5-1 trading plans | Pre-approved plans only |
💰 Stock option exercises for cash | Sale of underlying shares NOT exempt |
📈 RSU vesting | Sale of shares received NOT exempt |
🛒 Employee stock purchase plan | Purchases only |
🎁 Bona fide gifts | Subject to pre-clearance |
✅ ARTICLE VI: PRE-CLEARANCE REQUIREMENTS
Section 6.1 — Persons Subject to Pre-Clearance
The following persons MUST obtain pre-clearance from the Compliance Officer before any transaction in Covered Securities:
👤 Category | Who |
|---|---|
🎯 Directors | All directors |
👔 Executive Officers | CEO, CFO, CTO, COO, and any C-level executives |
📊 Section 16 Insiders | All Section 16 Insiders |
🔐 MNPI Access | Employees with access to MNPI regarding pending token launches |
📋 Designated Persons | Any other person designated by the Compliance Officer |
Section 6.2 — Pre-Clearance Procedures
Requests must be submitted in writing (including email) to the Compliance Officer at least TWO (2) business days before the proposed transaction.
📝 Required Information:
Field | Description |
|---|---|
🔗 Security/Token | Identity of the security or ST22 token |
📊 Transaction Type | Nature of proposed transaction (buy, sell, gift, etc.) |
🔢 Quantity | Number of shares or tokens |
📅 Date | Proposed date of transaction |
💳 Wallet Address(es) | For ST22 token transactions |
Section 6.3 — Clearance Period
⏱️ Parameter | Value |
|---|---|
Validity | THREE (3) Trading Days from date of clearance |
Expiration | New request required if not completed within period |
Revocation | Pre-clearance may be revoked at any time if circumstances change |
📋 ARTICLE VII: RULE 10b5-1 TRADING PLANS
Section 7.1 — Adoption of Trading Plans
Covered Persons may adopt written trading plans that comply with Rule 10b5-1 under the Securities Exchange Act of 1934. Such plans must be:
- ✅ Adopted during an open trading window
- ✅ Adopted when the person is NOT in possession of MNPI
- ✅ Pre-approved by the Compliance Officer
Section 7.2 — Cooling-Off Period
👤 Person Type | Cooling-Off Period |
|---|---|
Directors & Executive Officers | Later of: (i) 90 days after adoption/modification, OR (ii) 2 business days after Form 10-Q/10-K filing for quarter plan was adopted |
Other Covered Persons | 30 days |
Section 7.3 — Application to ST22 Token Transactions
Rule 10b5-1 trading plans may be adopted for ST22 Security Token transactions, provided the plan specifies:
📋 Requirement | Description |
|---|---|
💳 Wallet Addresses | Addresses to be used for transactions |
🔧 Execution Mechanism | Specific DEX, OTCM.FUN platform, or designated broker |
🤖 Automation | Automated trading through bonding curves must be specifically authorized |
🔗 ARTICLE VIII: SPECIAL RULES FOR ST22 SECURITY TOKENS
Section 8.1 — 24/7 Trading Environment
⚠️ ST22 Security Tokens trade continuously on blockchain-based platforms without regard to traditional market hours.
Covered Persons must exercise heightened vigilance, as the ability to trade at any time increases the risk of trading while in possession of MNPI.
Section 8.2 — Wallet Registration
📋 Requirement | Details |
|---|---|
What | All blockchain wallet addresses controlled by or with beneficial interest |
Which Tokens | ST22 Security Tokens or OTCM Utility Tokens |
Register With | Compliance Officer |
Changes | Report within FORTY-EIGHT (48) HOURS |
Section 8.3 — On-Chain Monitoring
The Company may implement on-chain monitoring systems to track transactions by registered wallets.
✅ Covered Persons consent to such monitoring as a condition of their relationship with the Company.
Section 8.4 — Liquidity Provision
🚨 IMPORTANT | |
|---|---|
Providing liquidity to bonding curves, AMMs, or liquidity pools for ST22 tokens is considered a TRANSACTION subject to this Policy. |
Requirements:
- ✅ Must obtain pre-clearance before adding or removing liquidity
- 🚫 May NOT provide/remove liquidity while in possession of MNPI
📊 ARTICLE IX: REPORTING OBLIGATIONS
Section 9.1 — Section 16 Reporting
Section 16 Insiders must file Forms 3, 4, and 5 with the SEC as required.
📋 Transactions in ST22 Security Tokens representing equity securities of the Company ARE subject to Section 16 reporting requirements.
Section 9.2 — Internal Reporting
All Covered Persons must report to the Compliance Officer within TWO (2) business days any transaction in Covered Securities.
📝 Required Information:
Field | Description |
|---|---|
📅 Date | Date and nature of transaction |
🔗 Security/Token | Security or token involved |
🔢 Quantity | Number of shares or tokens |
💰 Price | Price per share or token |
💳 Wallet Addresses | For token transactions |
🔗 Transaction Hash | For blockchain transactions |
Section 9.3 — Annual Certification
📋 All Covered Persons must certify annually that they have:
- ✅ Read and understand this Policy
- ✅ Complied with its requirements
- ✅ Will continue to comply
⚠️ ARTICLE X: PENALTIES AND ENFORCEMENT
Section 10.1 — Regulatory Penalties
Insider trading violations may result in severe civil and criminal penalties:
💰 Penalty Type | Amount/Duration |
|---|---|
Civil Penalties | Up to 3x the profit gained or loss avoided |
Criminal Fines (Individuals) | Up to $5 million |
Criminal Fines (Entities) | Up to $25 million |
Imprisonment | Up to 20 years |
Officer/Director Bars | Prohibition from serving |
Private Lawsuits | Civil suits by harmed investors |
Section 10.2 — Company Sanctions
Violations of this Policy may result in disciplinary action by the Company:
🚨 Sanction | Description |
|---|---|
🚪 Termination | Termination of employment or consulting relationship |
📉 Forfeiture | Forfeiture of unvested equity awards |
💰 Disgorgement | Disgorgement of trading profits |
👔 Removal | Removal from director or officer positions |
⚖️ Referral | Referral to regulatory authorities |
🏛️ ARTICLE XI: ADMINISTRATION
Section 11.1 — Compliance Officer Duties
The Compliance Officer is responsible for:
📋 Duty | Description |
|---|---|
✅ Pre-Clearance | Reviewing pre-clearance requests |
⏸️ Blackout Periods | Determining blackout periods |
📁 Records | Maintaining records |
🎓 Training | Providing training |
🔍 Investigations | Investigating potential violations |
Section 11.2 — Policy Amendments
This Policy may be amended at any time by the Board of Directors. Covered Persons will be notified of material amendments and must acknowledge receipt.
Section 11.3 — Questions
📧 Contact: compliance@otcmprotocol.com
Covered Persons with questions about this Policy or the application of insider trading laws should contact the Compliance Officer.
✍️ ACKNOWLEDGMENT AND CERTIFICATION
I acknowledge that I have received and read the OTCM Protocol, Inc. Insider Trading Policy. I understand its contents and agree to comply with all of its terms and conditions.
I understand that violation of this Policy or applicable insider trading laws may result in severe penalties, including termination of my relationship with the Company and civil and criminal liability.
I certify that I am not currently in possession of any Material Nonpublic Information concerning the Company, the OTCM Protocol platform, or any issuer whose securities are tokenized on the platform, except as previously disclosed to the Compliance Officer.
I agree to register all blockchain wallet addresses that I control or have beneficial interest in that may be used for transactions in ST22 Security Tokens or OTCM Utility Tokens.
Field | Value |
|---|---|
Signature | _________________________________ |
Date | _________________________________ |
Printed Name | _________________________________ |
Title/Position | _________________________________ |
Registered Wallet Address(es) | _________________________________ |
OTCM Protocol, Inc. A Wyoming Digital Asset Corporation
📜 SEC Category 1 Issuer-Sponsored Tokenized Securities Infrastructure
Document ID: OTCM-POL-ITP-001 | Version 1.0 | Effective: January 30, 2026