⚠️ INVESTMENT RISK DISCLOSURE
✅ 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
🚨 PLEASE READ THIS ENTIRE DISCLOSURE CAREFULLY BEFORE USING THE OTCOTCM MEMEPROTOCOL PLATFORM
📋 Important Legal Notice
The material on this website is for reference purposes only and is neither an offer nor a solicitation to purchase or sell any security or token.token in any jurisdiction where such offer or solicitation would be unlawful.
⚖️ Critical Classification Notice
OTCM Protocol operates two fundamentally different token types with distinct risk profiles:
Token Type | Classification | Backing | Risk Profile |
|---|---|---|---|
📜 ST22 Tokenized Securities | SECURITIES | 1:1 Preferred Series "M" shares | Securities investment risks |
🎫 OTCM Utility Token | Utility Token | None | Speculative digital asset risks |
⚠️ CRITICAL: ST22 Tokenized Securities ARE SECURITIES under federal securities laws. Investing in securities involves substantial risk including possible loss of your entire investment. Category 1 compliance provides certain investor protections but does NOT guarantee against loss.
Key Points:Points
Point | Description |
|---|---|
🚫 No Recommendation | None of the information provided constitutes a recommendation that any investment is suitable for any person |
💼 Seek Professional Advice | Persons using this website should consult with |
🔍 Due Diligence Required | Conduct your own due diligence before making any investment decision |
🎖️ Accredited Investors Only | ST22 Tokenized Securities are available only to verified accredited investors under SEC Rule 506(c) |
⚠️ ACCURACY OF INFORMATION
Information Reliability
🚨OTCM CRITICALProtocol, WARNING:
THERE CAN BE NO ASSURANCE THAT THE INFORMATION PROVIDED ON THIS SITE
IS ACCURATE OR ERROR-FREE. ANY USER OF SUCH INFORMATION EXPRESSLY
ASSUMES ALL RISKS FROM USING THE INFORMATION.Information Reliability Issues
OTC Meme Corp.Inc. does NOT:
Limitation
Description
📋
Document Review
Does NOT review issuer documents for accuracy
Confirmor completeness✅
Confirmation
Does NOT confirm all information submitted for tokenization
Take📊
Verification
Does NOT verify issuer financial statements or business claims
⚖️
Responsibility
Does NOT take responsibility for information accuracy
The issuer and its management are primarily responsible for the accuracy of any information regarding the issuer provided on this site.
Financial Reporting Limitations
Many underlying companies
in the grey markethave:Limitation
Description
📊
Limited Reporting
Limited or no current financial reporting
📅
Outdated
financialInformationFinancial information
- may be months or years old
📋
Incomplete Disclosure
Incomplete or missing disclosure documents
🏛️
No SEC Filings
Many have ceased SEC reporting requirements
☠️
Ceased Operations
Some may have ceased business operations entirely
⚠️
INVESTORSWARNING:ARE URGED TO CONFIRM THE ACCURACY OF ANY INFORMATION OBTAINED FROM THIS SITE PRIOR TO MAKING ANY INVESTMENT DECISION.The information on this site is NOT intended to be used as the sole basis for any investment decision. You must conduct independent due diligence.
🚨 EXTREME INVESTMENT RISKS
Part A: ST22 Tokenized Securities Risks
OTC⚖️ Securities Investment RisksST22 Tokenized Securities are securities under federal securities laws. As securities investments, they carry substantial risks:
RisksRisk Category
Description
💸
Total Loss
You may lose your
ENTIRE INVESTMENT
📉
Market Risk
Token values may decline significantly based on market conditions
🏢
Issuer Risk
Underlying companies may fail, become insolvent, or commit fraud
💧
Liquidity Risk
May be unable to sell at desired prices or times
🎢
Volatility
Prices may experience extreme fluctuations
📜
Regulatory Risk
Regulations may change, affecting token value or tradability
🛡️ Category 1 Protections (With Limitations)
ST22 tokens benefit from SEC Category 1 compliant infrastructure, including:
Protection
What It Does
What It Does NOT Do
🏦
SEC-Registered Custody
Empire Stock Transfer holds backing shares
Does NOT insure against issuer failure
💎
1:1 Equity Backing
Every token backed by real preferred shares
Does NOT guarantee share value
🛡️
42 Transfer Hooks
Enforce compliance on every transaction
Does NOT prevent market losses
🔴
Circuit Breakers
Halt trading during 30% price drops
Does NOT guarantee price recovery
🔄
Protective Conversion
Auto-converts to common on adverse events
Common stock may be worthless
📊
Wallet Limits
4.99% maximum prevents concentration
Does NOT prevent losses
⚠️
WARNING:CRITICALHIGHLYLIMITATION:SPECULATIVECategoryINVESTMENTS1Aninvestor protections are designed to ensure compliance and prevent fraud—they do NOT protect against market losses, business failures, or poor investmentindecisions.tokenized
OTC🏢
securitiesUnderlyinginvolvesCompanyan EXTREME DEGREE OF RISK, including the risk of TOTAL LOSSCritical Risk Factors:HIGHLY SPECULATIVEnature of OTC securitiesEXTREME DEGREE OF RISKincludingTOTAL LOSSMany OTC securities are relatively illiquid or "thinly traded"Increased price volatility due to limited tradingDifficulty buying or selling without dramatically affecting quoted priceLiquidation may not be possible within a reasonable time period- Many tokenized securities represent companies
thatthat:Risk Factor
Description
🏛️
Lost 15c2-11
Have lost OTC Markets quotation eligibility
📊
No Reporting
Have ceased filing reports with the SEC
☠️
Ceased Operations
May have ceased business operations
orentirely💔
areFinancial Distress
Are in bankruptcy, insolvency, or financial distress
🎭
Fraud Risk
Despite due diligence, fraud may not be detected
💧
Dilution Risk
May issue additional shares diluting your ownership
📋
Limited Information
Reliable information may not be available
Meme📜TokenPreferredSpecificShare CharacteristicsST22 tokens are backed by Preferred Series "M" shares with specific characteristics and limitations:
Characteristic
Status
Risk Implication
💎
Equity Backing
✅ True 1:1 ownership
Equity can lose all value
🔄
Conversion Rights
✅ Convertible to common
Common stock may be worthless
💰
Dividends
⚠️ At issuer discretion
No guaranteed income
🗳️
Voting Rights
⚠️ Limited or none
Cannot influence company decisions
💧
Liquidation
⚠️ As specified in Certificate
May receive nothing in bankruptcy
🔄 Protective Conversion Trigger Risks
ST22 tokens include
High-RiskprotectiveCharacteristics:conversion triggers that automatically convert Series M preferred to common stock upon certain adverse events. However:Limitation
Description
💸
Worthless Common
Common
Extremestockprice volatility based on social media sentiment and viral trendsToken pricesreceived may have
ZERO VALUE
in bankruptcy
⚙️
Automatic
Conversion is automatic—you cannot opt out
📋
Limited Triggers
Not all adverse events trigger conversion
🚫
No Recovery Guarantee
Conversion does NOT guarantee recovery of investment
Part B: OTCM Utility Token Risks
🎫 Speculative Digital Asset Risks
The OTCM Utility Token is a utility token with NO
correlationasset backing. It carries extreme speculative risks:Risk Category
Description
💸
Total Loss
May lose
100% OF VALUE
🚫
No Backing
NOT backed by securities, assets, or anything of value
🎢
Extreme Volatility
Prices may swing 90%+ in a single day
💧
Liquidity Risk
May be unable to
underlyingsellcompanyat any price📉
No Floor
No minimum value—can go to effectively zero
🔧
Utility Dependent
Value depends entirely on platform utility and market sentiment
⚠️ OTCM Utility Token Is NOT:
What It Is NOT
Description
📜
NOT a Security
Not an ST22 Tokenized Security
💎
NOT Backed
Not backed by preferred shares or any assets
💰
NOT an Investment
Not designed as an investment vehicle
📈
NOT Guaranteed
No guarantee of any value
orwhatsoeverfundamentals
Part C: General Risks (Both Token Types)
🔧 Technology and Smart Contract Risks
Risk
Description
🐛
BondingSmart
curveContractmechanicsBugsDespite
canaudits, contracts may contain vulnerabilities that could result insignificanttotalpriceloss💻
increasesExploits
Hackers may discover and exploit unknown vulnerabilities
⛓️
Blockchain Failures
Solana network outages, congestion, or
decreases- failures may prevent trading
🔄
Finality Risks
Blockchain reorganizations could theoretically reverse transactions
🔑
Key Loss
Lost private keys mean
PERMANENT, IRRECOVERABLE
loss of tokens
🎣
Phishing
Fake websites may steal credentials and tokens
🏦
Oracle Failures
Custody verification oracle failures may affect operations
📜 Regulatory Uncertainty
Risk
Description
🏛️
Classification Changes
Regulatory classification may change
👮
Enforcement Actions
SEC, CFTC, or other agencies may take enforcement actions
🚪
Platform Shutdown
Regulatory actions could force platform closure
🌍
Jurisdictional Conflicts
Different jurisdictions may have conflicting regulations
💰
Tax Uncertainty
Tax treatment may be unclear or unfavorable
⚖️
Category 1 Changes
SEC Category 1 guidance may be modified or withdrawn
🎭 Market Manipulation Risks
Despite 42 Transfer Hook security controls, manipulation risks remain:
Risk
Description
Mitigation Limitation
📈📉
Pump and Dump
Coordinated buying followed by selling
Circuit breakers pause but don't prevent
🐋
Whale Activity
Large holders affecting price
4.99% limit reduces but doesn't eliminate
📱
Social Manipulation
False information spreading
Cannot be prevented by technology
🤝
Coordination
Private groups coordinating trades
Difficult to detect
🤖
Bot Trading
Sophisticated bots with advantages
MEV protection helps but isn't perfect
💧 Liquidity Risks
Risk
Description
🏜️
Insufficient Depth
Liquidity pools may have insufficient depth
to supportfor large tradesSmart contract bugs or exploits could result in📉totalExtremelossSlippageLarge
oftradesfundsmay execute at prices significantly worse than expected📈
Bonding Curve Effects
Early-stage
Grey Market Securities⚠️ GREY MARKET WARNING: Companies in the grey markettokens haveno broker-dealer quotations and extremely limitedminimal liquidity❌
GreyGraduationMarket Limitations:FailureNo broker-dealer quotationsExtremely limited liquidityReliable information regarding issuers
Tokens may
notneverbereachavailableManygraduationcompaniesthreshold🔴
haveTrading
ceasedHaltsCircuit
filing reports with the SECMay be impossible to properly value investments volatilityCompaniesbreakers mayhavepreventceasedsellingoperationsduringentirely
📋 LIMITED ISSUER OBLIGATIONS
What Issuers Are NOT Required To Do
Issuers of
tokenizedST22OTCTokenizedsecuritiesSecurities on theOTCOTCMMemeProtocol platform:NOT Required
❌Description
📊
HaveNo
noFinancialdutyReportingAre NOT required to provide ongoing
informationfinancialtoreports📋
investorsNo
❌SEC FilingsAre
notNOT required tomaintain SEC registration or provide regularfile reports❌withMaythebeSEC📈
delinquentNo
inBusinesstheirUpdatesAre
reportingNOTobligationsrequired toregulatoryupdateagenciesbusiness❌information💬
MayNo
notCommunicationAre
evenNOTberequiredawaretothatcommunicatetheirwithsecuritiestokenhaveholders🎯
beenNo
tokenizedPerformanceAre
❌NOTCannotrequiredredeemtotokens for their deposited preferred shares underachieve anycircumstancesbusiness objectives⚠️
Important:IMPORTANT: Tokenization of a security on theOTCOTCMMemeProtocol platform does NOT create any ongoing filing or reporting obligations for theissuer.issuer beyond the Certificate of Designation requirements.
What Issuers ARE Required To Do (Category 1)
Required
Description
📋
Board Resolution
Must authorize Series M creation
📜
Certificate of Designation
Must file with Wyoming Secretary of State
🏦
Custody Deposit
Must deposit shares with Empire Stock Transfer
🛡️
Transfer Hook Compliance
Cannot disable security controls
🔄
Protective Conversion
Must honor conversion triggers per Certificate
🏢 PLATFORM
LIMITATIONSCHARACTERISTICSWhat OTCM Protocol IS
OTCCharacteristic
Description
⚖️
MemeCategory
Corp.1isInfrastructureSEC
NOT:CategoryA1 compliant tokenized securitiesexchangeAinfrastructure
🏦
broker-dealerAnCEDEX
investmentOperatorOperates
advisorAComplianttransfer agentAffiliated with any regulatory bodyOTC Meme Corp. provides:A blockchain-based platformExchange fortokenizingDigitalexistingSecurities
🔗
OTCBlockchain
securitiesTechnologyPlatformSolana-based
infrastructuretokenizationfor tokenand tradingthroughplatform🤝
bondingCustody
curves and liquidity pools- Integration
Integration with Empire Stock Transfer
Inc.(SEC-registeredfortransfershareagent)🛡️
custodyNOComplianceinvestmentInfrastructureKYC/AML/accreditation
adviceverificationorandrecommendationsTransfer Hook enforcement
What OTCM Protocol Is NOT
NOT
Description
🏛️
NOT a National Exchange
Not a registered national securities exchange
👔
NOT a Broker-Dealer
Not a registered broker-dealer
💼
NOT an Investment Advisor
Not a registered investment advisor
🏦
NOT a Transfer Agent
Not a transfer agent (Empire Stock Transfer provides custody)
📋
NOT Providing Advice
Does NOT provide investment, legal, or tax advice
⛓️ BLOCKCHAIN AND SMART CONTRACT RISKS
Technology Risks Include:
Risk Category
Specific Risks
🐛
Contract Vulnerabilities
Undiscovered bugs, logic errors, reentrancy attacks
💻
//Platform
CriticalExploitsDeFi
Technologyexploits,Limitations:flash⚠loan attacks, oracle manipulation⛓️
SmartNetwork
contractsIssuesCongestion,
areoutages,experimentalfeetechnologyspikes, finality delays🔐
Security Breaches
Platform hacks, key compromises, phishing attacks
🔧
Upgrade Risks
Contract upgrades may introduce new vulnerabilities
🤝
Composability Risks
Interactions with
potentialotherbugs ⚠️ Blockchain transactions are irreversible - no undo function ⚠️ Loss of private keys = permanent loss of tokens ⚠️ Network congestionprotocols maypreventcreatetradingunexpectedatissuescritical
times🏦
⚠️CUSTODYRegulatoryDISCLAIMERchangesWhile Empire Stock Transfer Inc. provides custody services for shares backing ST22 tokens:
Limitation
Description
🚫
No SIPC
Custody is NOT covered by SIPC insurance
🚫
No FDIC
Custody is NOT covered by FDIC insurance
📉
No Value Guarantee
Empire Stock Transfer does NOT guarantee share value
🏢
Custodian Risk
Custodian failure could affect
tokenoperations🔗
tradabilityOracle
orDependencyCustody
valueverification⚠️dependsCross-chainonbridgesoracleand integrations may fail or be exploitedsystems
📜 REGULATORY UNCERTAINTYRegulatory Risks:The regulatory status of tokenized securities remainsuncertainFuture regulations mayrestrict or prohibittoken tradingTax treatment of token transactions may beunclear or unfavorableDifferent jurisdictions may haveconflicting regulationsEnforcement actions could affect platform operations or token value
🚫 NO GUARANTEES
regarding:⚠️OTCMOTCProtocol,MEMEInc.CORP. MAKESmakes NOGUARANTEESguaranteesREGARDING:No Guarantee
Description
📈
Price Performance
Token price appreciation or stability
🖥️
Platform Availability
Continued platform operation or availability
💧
Liquidity
Liquidity availability for any token
✅
Information Accuracy
Accuracy of any information provided
🎯
Suitability
Suitability of any investment
- for any person
⚖️
Regulatory Compliance
Legal or regulatory compliance in all jurisdictions
🏢
Issuer Success
Success or viability of any underlying company
🛡️
Loss Prevention
Category 1 protections do NOT prevent investment losses
🏦 CUSTODY DISCLAIMERWhile Empire Stock Transfer Inc. provides custody services for shares backing tokens:⚠️ CUSTODY LIMITATIONS: • Custody does not guarantee token value • Companies cannot reclaim deposited shares • Share custody does not imply endorsement • Corporate actions may not benefit token holders • Redemption may be subject to restrictions or unavailable👤 YOUR RESPONSIBILITIES
By using the
OTCOTCMMemeProtocol platform, you acknowledge that you:Required
Acknowledgments:Acknowledgments for All UsersAcknowledgment
Description
✅
Read Risks
Have read and understood all risks
- in this disclosure
✅
Due Diligence
Will conduct your own due diligence
✅
Afford Loss
Can afford the
totalTOTALlossLOSSof your investment
✅ Willnot invest morethan you can afford to lose✅ Understand theexperimental natureof the platform✅
Risk Acceptance
Accept all risks associated with tokenized securities and
memedigital assets✅
Professional Advice
Will seek professional advice as needed
✅
Compliance
Will comply with all applicable laws
Additional Acknowledgments for ST22 Securities
Acknowledgment
Description
✅
Securities
Understand ST22 tokens
ARE SECURITIES
✅
Accredited Status
Qualify as an accredited investor under SEC Rule 501
✅
Category 1 Limitations
Understand Category 1 protections do NOT prevent losses
✅
Issuer Risk
Understand underlying company risks
✅
Conversion Risk
Understand protective conversion may result in worthless stock
Additional Acknowledgments for OTCM Utility Token
Acknowledgment
Description
✅
No Backing
Understand OTCM Utility Token has
NO ASSET BACKING
✅
Speculative
Understand it is highly speculative
✅
Not Security
Understand it is NOT an ST22 security
📞 CONTACT INFORMATION
For questions about risks:
Contact
Email
📧
General Inquiries
legal@otcm.io
🛡️
Compliance
compliance@otcm.io
🔒
Privacy
privacy@otcm.io
🏢
Issuer Relations
issuers@otcm.io
🚨 FINAL WARNING
⚠️ INVESTING IN ST22 TOKENIZED SECURITIES AND OTCM UTILITY TOKENS INVOLVES SUBSTANTIAL RISK AND MAY RESULT IN TOTAL LOSS. 📜 ST22 TOKENIZED SECURITIES ARE SECURITIES under federal securities laws. Category 1 compliance provides certain protections but does NOT guarantee against investment losses, issuer failures, or market declines. 🎫 OTCM UTILITY TOKENS HAVE NO ASSET BACKING and are highly speculative digital assets that may become completely worthless. 🏢OTCUNDERLYINGMemeCOMPANIESCorp.may📋haveRiskceasedDisclosureoperations,Departmentmay📍be240inVaughnfinancialDr,distress,Steand8mayAlpharetta,provideGAlimited30009or📧noEmail:financialrisk@otc.memeinformation. 🛡️ CATEGORY 1 INVESTOR PROTECTIONS are designed to ensure compliance and prevent fraud—they do NOT protect against market losses or poor investment decisions. 💸 ONLY INVEST WHAT YOU CAN AFFORD TO LOSE COMPLETELY. IF YOU DO NOT UNDERSTAND THESE RISKS, DO NOT USE THE PLATFORM.
Information🚨📋
FINALDocumentWARNINGField
⚠️Value
📄
THISDocument
RISKVersion3.0
📅
DISCLOSURE DOES NOT DISCLOSE ALL RISKS AND OTHER SIGNIFICANT ASPECTS OF TRADING TOKENIZED SECURITIES OR MEME TOKENS. YOU SHOULD THEREFORE CAREFULLY STUDY THIS DISCLOSURE AND CONSIDER WHETHER SUCH TRADING IS SUITABLE FOR YOU IN LIGHT OF YOUR CIRCUMSTANCES AND FINANCIAL RESOURCES.Last
Updated:UpdatedJanuary 2026
📍
August 4, 2025Jurisdiction
Wyoming, United States
⚖️
Governing Law
Wyoming State Law and Federal Securities Law
🏛️
Regulatory Framework
SEC Category 1 (Issuer-Sponsored Tokenized Securities)
⚠️ Remember: These are
extremely high-riskinvestments that could result in total loss. ST22 tokens are securities subject to securities laws. OTCM Utility Tokens have no backing whatsoever. Only invest what you can afford to lose completely.
© 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. The OTCM Utility Token is a utility token with no asset backing.