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⚠️ 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 theirqualified financialfinancial, legal, and tax advisors

  • 🔍

    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

    • Confirm or 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 market have:

      • Limitation

        Description

        📊

        Limited Reporting

        Limited or no current financial reporting

      • 📅

        Outdated financialInformation

        Financial 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 Risks

        ST22 Tokenized Securities are securities under federal securities laws. As securities investments, they carry substantial risks:

        
        

        Risk 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:CRITICAL HIGHLYLIMITATION: SPECULATIVECategory INVESTMENTS1 Aninvestor protections are designed to ensure compliance and prevent fraud—they do NOT protect against market losses, business failures, or poor investment indecisions.

        tokenized
        OTC

        🏢 securitiesUnderlying involvesCompany an EXTREME DEGREE OF RISK, including the risk of TOTAL LOSS

        Risks

        Critical Risk Factors:

        • HIGHLY SPECULATIVE nature of OTC securities
        • EXTREME DEGREE OF RISK including TOTAL LOSS
        • Many OTC securities are relatively illiquid or "thinly traded"
        • Increased price volatility due to limited trading
        • Difficulty buying or selling without dramatically affecting quoted price
        • Liquidation 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

          💔 are

          Financial 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📜 TokenPreferred SpecificShare Characteristics

          ST22 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-Riskprotective Characteristics:conversion triggers that automatically convert Series M preferred to common stock upon certain adverse events. However:

          Limitation

          Description

          💸

          Worthless Common

          Common

          • Extremestock price volatility based on social media sentiment and viral trends
          • Token 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 underlyingsell companyat 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 orwhatsoever

          fundamentals

          Part C: General Risks (Both Token Types)

          🔧 Technology and Smart Contract Risks

          Risk

          Description

          🐛

        • Bonding

          Smart curveContract mechanicsBugs

        • Despite canaudits, contracts may contain vulnerabilities that could result in significanttotal priceloss

          💻 increases

          Exploits

          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 trades

        • Smart contract bugs or exploits could result in📉

          totalExtreme lossSlippage

          Large oftrades fundsmay execute at prices significantly worse than expected

          📈

          Bonding Curve Effects

          Early-stage

          Grey Market Securities

          ⚠️ GREY MARKET WARNING:
          Companies in the grey markettokens have no broker-dealer quotations
          and extremely limitedminimal liquidity

          GreyGraduation Market Limitations:Failure

          • No broker-dealer quotations
          • Extremely limited liquidity
          • Reliable information regarding issuers

          Tokens may notnever bereach available

        • Manygraduation companiesthreshold

        • 🔴 have

          Trading ceasedHalts

          Circuit filing reports with the SEC

        • May be impossible to properly value investments
        • Companiesbreakers may haveprevent ceasedselling operationsduring entirely
        • volatility


          📋 LIMITED ISSUER OBLIGATIONS

          What Issuers Are NOT Required To Do

          Issuers of tokenizedST22 OTCTokenized securitiesSecurities on the OTCOTCM MemeProtocol platform:

          NOT Required

          Description

          📊 Have

          No noFinancial dutyReporting

          Are NOT required to provide ongoing informationfinancial toreports

          📋 investors

          No SEC Filings

          Are notNOT required to maintain SEC registration or provide regularfile reports with Maythe beSEC

          📈 delinquent

          No inBusiness theirUpdates

          Are reportingNOT obligationsrequired to regulatoryupdate agenciesbusiness information

          💬 May

          No notCommunication

          Are evenNOT berequired awareto thatcommunicate theirwith securitiestoken haveholders

          🎯 been

          No tokenizedPerformance

          Are NOT Cannotrequired redeemto tokens for their deposited preferred shares underachieve any circumstancesbusiness objectives

          ⚠️ Important:IMPORTANT: Tokenization of a security on the OTCOTCM MemeProtocol platform does NOT create any ongoing filing or reporting obligations for the issuer.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 LIMITATIONSCHARACTERISTICS

          What OTCM Protocol IS

          OTC

          Characteristic

          Description

          ⚖️ Meme

          Category Corp.1 isInfrastructure

          SEC NOT:Category

          • A1 compliant tokenized securities exchange
          • Ainfrastructure

          🏦 broker-dealer

        • An

          CEDEX investmentOperator

        • Operates advisor

        • ACompliant transfer agent
        • Affiliated with any regulatory body
        • OTC Meme Corp. provides:

          • A blockchain-based platformExchange for tokenizingDigital existingSecurities

          🔗 OTC

          Blockchain securities

        • TechnologyPlatform

        • Solana-based infrastructuretokenization for tokenand trading throughplatform

          🤝 bonding

          Custody curves and liquidity pools

        • Integration

        • Integration with Empire Stock Transfer Inc.(SEC-registered fortransfer shareagent)

          🛡️ custody

        • NOCompliance investmentInfrastructure

        • KYC/AML/accreditation adviceverification orand recommendationsTransfer 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 CriticalExploits

          DeFi Technologyexploits, Limitations:flash loan attacks, oracle manipulation

          Smart

          Network contractsIssues

          Congestion, areoutages, experimentalfee technologyspikes, finality delays

          🔐

          Security Breaches

          Platform hacks, key compromises, phishing attacks

          🔧

          Upgrade Risks

          Contract upgrades may introduce new vulnerabilities

          🤝

          Composability Risks

          Interactions with potentialother bugs ⚠️ Blockchain transactions are irreversible - no undo function ⚠️ Loss of private keys = permanent loss of tokens ⚠️ Network congestionprotocols may preventcreate tradingunexpected atissues

          critical
          times

          🏦 ⚠️CUSTODY RegulatoryDISCLAIMER

          changes

          While 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

          🔗 tradability

          Oracle orDependency

          Custody valueverification ⚠️depends Cross-chainon bridgesoracle and integrations may fail or be exploitedsystems


          📜 REGULATORY UNCERTAINTY

          Regulatory Risks:

          • The regulatory status of tokenized securities remains uncertain
          • Future regulations may restrict or prohibit token trading
          • Tax treatment of token transactions may be unclear or unfavorable
          • Different jurisdictions may have conflicting regulations
          • Enforcement actions could affect platform operations or token value

          🚫 NO GUARANTEES

          ⚠️OTCM OTCProtocol, MEMEInc. CORP. MAKESmakes NO GUARANTEESguarantees REGARDING:
          regarding:

          • 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 DISCLAIMER

            While 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 OTCOTCM MemeProtocol platform, you acknowledge that you:

            Required Acknowledgments:Acknowledgments for All Users

            • Acknowledgment

              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

              totalTOTAL lossLOSS

              of your investment

            • ✅ Will not invest more than you can afford to lose
            • ✅ Understand the experimental nature of 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.
              
              🏢 OTCUNDERLYING MemeCOMPANIES Corp.may 📋have Riskceased Disclosureoperations, Departmentmay 📍be 240in Vaughnfinancial
              Dr,distress, Steand 8may Alpharetta,provide GAlimited 30009or 📧no Email:financial risk@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.

              🚨

              📋 FINALDocument WARNING

              Information

              Field

              ⚠️

              Value

              📄 THIS

              Document RISKVersion

              3.0

              📅 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:Updated

              January 2026

              📍 August 4, 2025

              Jurisdiction

              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-risk investments 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.