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RISK DISCLOSURE V8



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


⚠️ CRITICAL WARNING: READ ALL RISK DISCLOSURES CAREFULLY BEFORE USING THE OTCM PROTOCOL PLATFORM OR PURCHASING ANY TOKENS


🚨 CRITICAL CLASSIFICATION NOTICE

⚖️ Two Different Token Types with Different Risk Profiles

OTCM Protocol operates two fundamentally different token types with distinct regulatory classifications and risk profiles. You must understand which token type you are acquiring:acquiring.

Token Type

Classification

Asset Backing

Regulatory Status

ST22 Digital Securities

SECURITIES

📜

ST22 Tokenized Securities

SECURITIES

1:1 PreferredCommon Class B Shares (third-party) or Series "M"“S” sharesPreferred Shares (OTCMS)

SEC Category 1 compliant

🎫Model B — Release No. 33-11412

OTCM Utility Token

Utility Token

None

Utility token framework (counsel analysis pending under five-category taxonomy)

 

⚠️ CRITICAL: ST22 TokenizedDigital Securities ARE SECURITIES under federal securities laws. They are NOT entertainment products, NOT meme tokens, and NOT collectibles. The OTCM Utility Token is a separate utility token with NO asset backing.



🚨

 EXTREME RISK WARNING

⚠️ THE PURCHASE OF ST22 TOKENIZED SECURITIES AND OTCM UTILITY TOKENS
INVOLVES SUBSTANTIAL RISK AND MAY RESULT IN THE TOTAL LOSS OF YOUR
ENTIRE INVESTMENT.

📜 ST22 TOKENIZED SECURITIES ARE SECURITIES UNDER FEDERAL SECURITIES LAWS.
   Investing in securities involves significant risk including possible loss of principal.

🎫 OTCM UTILITY TOKENS ARE UTILITY TOKENS WITH NO ASSET BACKING.
   They are highly speculative digital assets.

💸 NEVER INVEST MORE THAN YOU CAN AFFORD TO LOSE ENTIRELY.

PART A: ST22 TOKENIZEDDIGITAL SECURITIES RISKS

⚖️ These Are Securities

ST22 TokenizedDigital Securities are securities under federal securities laws pursuant to SEC–CFTC Release No. 33-11412 (March 17, 2026) — the SEC'binding five-category Digital Securities taxonomy — and the SEC’s January 28, 2026 Category 1 (Issuer-Sponsored Tokenized Securities) framework. As securities:

  •        Federal securities laws APPLY to all ST22 transactions

  •        ST22 tokens represent true equity ownership (1:1 preferred share backing)

  •        ST22 holders have issuer-designated shareholder rights including protective conversion triggers

  • ⚠️

           All risks associated with securities investments APPLY


 

1. 💸Investment INVESTMENTLoss LOSS RISKRisk

🔴 You May Lose Your Entire Investment

YOU MAY LOSE YOUR ENTIRE INVESTMENT.

Critical Lossloss Scenariosscenarios for ST22 TokenizedDigital Securities:

Risk

Risk

Description

💀

Description

100% Loss Possible

Like any security, ST22 tokens can lose all value

📉

Market Risk

Token value depends on underlying company performance and market conditions

🏢

Issuer Risk

Underlying companies may fail, reducing or eliminating token value

💧

Liquidity Risk

You may not be able to sell at desired prices or times

Long-Term Risk

Value may decline over extended periods

 

Category 1 Protections (Limited)

While Category 1 compliance provides certain protections, these do NOT guarantee against loss:

Protection

What It Does

What It Does NOT Do

🛡️

42 Transfer Hooks

Enforces compliance controls on transactions

Does NOT prevent market losses

🔴

Circuit Breakers

Halts trading during extreme volatility

Does NOT guarantee price recovery

💎

1:1 Backing

Ensures true equity ownership

Does NOT guarantee equity value

🏦

SEC-Registered Custody

Provides regulatedRegulated custody via Empire Stock Transfer

Does NOT insure against issuer failure

🔄

Protective Conversion

Converts to common stock on adverse events

Does NOT guarantee common stock value



 

2. 🏢Underlying UNDERLYINGCompany COMPANY RISKSRisks

💔 Issuer-Specific Risks

ST22 TokenizedDigital Securities represent tokenized equity in underlying companies. These companies carry significant risks:

Risk Category

Description

💸

Description

Bankruptcy Risk

Companies may become insolvent. Protective conversion triggers convert to common stock, but common stock may have no value in bankruptcy.

🎭

Fraud Risk

Despite due diligence, companies may commit fraud or misrepresent their condition

📊 condition.

Limited Disclosure

Many tokenized companies are not SEC reporting companies and provide limited financial information

☠️ information.

Non-Operating Companies

Some companies may have ceased meaningful business operations

📉 operations.

Business Failure

Companies may fail for legitimate business reasons

💧 reasons.

Dilution Risk

Companies may issue additional shares, diluting existing shareholdersshareholders.

 

📜Common PreferredClass B Share Characteristics

ST22 tokens issued by third-party OTC companies are backed by PreferredCommon SeriesClass "M"B sharesShares with specificissuer-designated characteristics:

Characteristic

Status

Implication

💎

Characteristic

Status

Implication

Equity Backing

True 1:1 ownership

Real equity, but equity can lose value

🔄

Conversion Rights

Convertible to common stock

On demand or protective triggers

Dividends

💰

Dividends

⚠️ At issuer discretion per Certificate of Designation

No guaranteed dividend payments

🗳️

Voting Rights

⚠️Issuer-designated Limited or none

Varies byper Certificate of Designation

💧Varies by issuer — may include full, limited, or no voting

Liquidation Preference

⚠️ As specified

Varies byper Certificate of Designation

Varies by issuer



 

3. 🎢Market MARKETand ANDVolatility VOLATILITY RISKSRisks

⚡ Securities Market Risks

ST22 TokenizedDigital Securities trade on CEDEX and are subject to market risks:

Risk

Description

📉

Risk

Description

Price Volatility

Prices may fluctuate significantly based on market conditions

💧

Liquidity Risk

Limited trading volume may make selling difficult

Slippage

📈

Slippage

Large trades may execute at prices significantly different from quoted

🕐

24/7 Trading

Continuous trading means no market closure protection

🌍

Global Markets

International events may affect prices at any time

 

🔴 Circuit Breaker Limitations

OTCM Protocol implements circuit breakers that halt trading during extreme volatility (30%when price drop).moves exceed 10% within 5 minutes. However:

  • ⚠️       Circuit breakers provide a pause,pause, not price protection

  • ⚠️

           Prices may continue declining after circuitthe breaker15-minute halt lifts

  • ⚠️

           You may be unable to sell during circuit breaker activation

  • ⚠️

           Circuit breakers do NOT guarantee price recovery


4. 🏦Custody CUSTODYand ANDBacking BACKING RISKSRisks

🔐 Empire Stock Transfer Custody

ST22 tokens are backed by preferred shares held at Empire Stock Transfer, an SEC-registered transfer agent.agent and qualified custodian. Custody risks include:

Risk

Description

🏦

Risk

Description

Custodian Risk

Although SEC-regulated, custodian failure could affect operations

🔗

Oracle Risk

Custody verification relies on oracle systems that may fail

Verification Delays

Custody verification occurs every ~400ms but delays are possible

📋

Regulatory Changes

Transfer agent regulations may change

 

🔄 Protective Conversion Trigger Limitations

Protective conversion triggers provide bankruptcy protection by converting SeriesCommon MB shares to common stock upon adverse events. However:

  • ⚠️       Common stock received may have zero value in bankruptcy

  • ⚠️

           Conversion is automatic—automatic — you cannot opt out

  • ⚠️

           Trigger events are defined in Certificate of Designation—Designation — not all adverse events trigger conversion

  • ⚠️

           Conversion does NOT guarantee recovery of investment



 

5. ⚖️Regulatory REGULATORY RISKSRisks

📜 Securities Law Compliance

ST22 TokenizedDigital Securities operate under SEC Category 1 framework.Model B framework and Release No. 33-11412. Regulatory risks include:

Risk

Description

🏛️

Risk

Description

Regulatory Changes

SEC guidance or binding rules may change, affecting ST22 classification or trading

👮

Enforcement Risk

Regulatory enforcement actions could affect platform operations

🌍

Jurisdictional Risk

Your jurisdiction may restrict or prohibit tokenized securities

📋

Compliance Changes

New compliance requirements may affect trading

💰

Tax Obligations

Securities transactions have tax implications—implications — consult tax advisor

 

⚠️ Accredited Investor Requirement

ST22 TokenizedDigital Securities are offered under RegulationReg D Rule 506(c) to U.S. accredited investors only:and under Reg S to non-U.S. investors:

  •        You must qualify as an accredited investor under SEC Rule 501

  •  (U.S.) or as a non-U.S. person under Reg S

           Accreditation or eligibility verification by Empire Stock Transfer is required before purchase

  •        Providing false accreditation information is illegal

  •        Non-accredited U.S. investors cannot purchase ST22 tokens


6. 🔧Technical TECHNICALand ANDPlatform PLATFORM RISKSRisks

⛓️ Blockchain Risks

ST22 tokens operate on the Solana blockchain:Risk

Risk

Description

🌐

Description

Network Risk

Solana network outages or congestion may prevent trading

Transaction Failures

Transactions may fail or execute incorrectly

🔄

Finality Risk

Blockchain reorganizations could theoretically reverse transactions

💰

Fee Volatility

Network fees may increase significantly during congestion

 

🖥️ Platform Risks

Risk

Description

💔

Risk

Description

Platform Failure

OTCM Protocol could cease operations

🐛

Smart Contract Bugs

Despite formal verification and audits, smart contracts may contain vulnerabilities

🔧

Technical Failures

System failures could prevent trading or cause losses

🚫

No SIPC/FDIC

Unlike traditional brokerages, no SIPC or FDIC insurance

 

🔐 Security Risks

Risk

Description

🔑

Risk

Description

Wallet Security

Lost private keys mean permanent loss of tokens

Phishing

🎣

Phishing

Fake websites may attempt to steal credentials

Hacks

💻

Hacks

Despite security measures, systems could be compromised

No Recovery

Lost or stolen tokens generally cannot be recovered



 

PART B: OTCM UTILITY TOKEN RISKS

🎫 This Is a Utility Token (NOT a Security)

The OTCM Utility Token is a utility token providing platform governance,governance participation, fee discounts, and staking rewards. It is NOT backed by securities and is NOT an ST22 TokenizedDigital Security.Security.

Characteristic

OTCM Utility Token

Classification

⚖️

Classification

Utility Token

💎 (counsel analysis pending — potential Digital Commodity or Digital Tool under five-category taxonomy)

Asset Backing

NONE

Purpose

🔧Governance

Purpose

Governance,participation, fee discounts, staking

📜

Securities Status

NOT a security (different from ST22)


 

7. 💸Total TOTALLoss LOSS RISKRisk (OTCM UTILITYUtility TOKEN)Token)

🔴 Your Tokens May Become Completely Worthless

CriticalYOUR LossTOKENS ScenariosMAY forBECOME OTCMCOMPLETELY Utility Token:WORTHLESS.

Risk

Description

💀

Risk

Description

100% Loss Possible

OTCM Utility Tokens can lose 100% of their value

🚫

No Asset Backing

Unlike ST22, there is NO underlying equity backing

⚰️

Permanent Loss

Lost value cannot be recovered

🪙

No Minimum Value

Tokens can trade at effectively zero

👻

Utility Depreciation

Platform changes may reduce utility value


 

8. 🎢Extreme EXTREMEVolatility VOLATILITY RISKSRisks (OTCM UTILITYUtility TOKEN)Token)

PriceMovementsCan
Be Violent and Unpredictable

Risk

Description

📉

Risk

Description

Extreme Swings

Token prices may experience movements exceeding 90% in a single day

Flash Crashes

Prices can drop dramatically in seconds

🐋

Whale Risk

Large holders may significantly impact price

🦠

Sentiment Driven

Value derives from platform utility and market sentiment

💧

Liquidity Risk

May be unable to sell at desired prices


 

9. 🏦Staking STAKING RISKSRisks (OTCM UTILITYUtility TOKEN)Token)

💰StakingInvolvesAdditional
Risks

Risk

Description

🔐

Risk

Description

Lock-up Risk

Staked tokens may be locked during critical price movements

🎢

APY Volatility

Staking rewards depend on ST22 trading volume and may vary significantly

🐛

Smart Contract Risk

Staking contracts may fail or be exploited

💸

Opportunity Cost

Staked tokens cannot be sold during price increases

⚔️

Reward Reduction

APY may decrease if more participants stake


 

10. 🗳️Protocol GOVERNANCE RISKS (OTCM UTILITY TOKEN)

🏛️ DAOGovernance Participation Risks

Risk

Description

🗳️

Risk

Description

Governance Attacks

Malicious actors may attempt to influence governance

📊

Minority Position

Your votes may be outvoted by larger holders

⚙️

Parameter Changes

DAOProtocol Governance may change protocol parameters affecting token value

🔐

Governance Limitations

CategoryThe 142 Transfer Hook compliance requirementscontrols are immutable and cannot be modified by DAOgovernance vote



 

PART C: GENERAL RISKS (BOTH TOKEN TYPES)

11. 🎭 MARKET MANIPULATION RISKS

🎪Market Manipulation Remains Possible Despite Protections

Risks

While OTCM implements 42 Transfer Hook security controls, manipulation risks remain:

Risk

Description

Mitigation

📈📉

Risk

Description

Mitigation

Pump and Dump

Coordinated buying followed by selling

Circuit breakers, wallet limits

🔄

Wash Trading

Fake volume creation

Transfer Hook monitoring

🐋AML analytics via Chainalysis KYT + TRM Labs

Whale Accumulation

Large position building

4.99% wallet concentration limit

📱

Social Manipulation

False information spreading

Cannot be prevented by technology

Coordination

🤝

Coordination

Private groups coordinating trades

Difficult to detect


 

12. 🧠 PSYCHOLOGICAL RISKS

🎰 Trading Involves Psychological Risks

🚨 MENTAL HEALTH WARNINGS:

🎰 Addiction Risk → Token trading can be psychologically addictive
😱 FOMO Pressure → Fear of missing out may cause irrational decisions
👥 Social Pressure → Community pressure may influence poor choices
😭 Emotional 

Trading involves Decisionspsychological basedrisks. on emotions rather than analysis 💔 Financial Stress → Losses can cause significant emotional distress

If you are experiencing:

experiencing
  • Difficultydifficulty controlling trading behavior
  • Tradingbehavior, trading affecting relationships or responsibilities
  • Emotionalresponsibilities, emotional distress from trading losses
  • Borrowinglosses, or borrowing money to trade

Please— please seek professional help. Trading should not negatively impact your mental health or financial stability.


 

13. 🔧Operational OPERATIONAL RISKSRisks

🤝 Third-Party Dependencies

Dependency

Risk

🏦

Dependency

Risk

Empire Stock Transfer

Custodian failure affects ST22 backing

⛓️

Solana Network

Network issues affect all trading

📊

Oracle Systems

Oracle failures affect custody verification

🔄

RPC Providers (Helius)

RPC issues may prevent transactions

👛

Wallet Software

Wallet bugs may cause losses

 

🏢 Business Continuity Risks

Risk

Description

👤

Risk

Description

Key Person Risk

Loss of critical team members

💰

Funding Risk

Platform may exhaust operational funds

🏃

Competition Risk

Better platforms may emerge

📱

Technology Risk

Technology may become outdated

🐻

Market Conditions

Prolonged bear markets may affect viability


 

14. 🌍Geographic GEOGRAPHIC RESTRICTIONSRestrictions

🚫ProhibitedJurisdictions

The following cannot use OTCM Protocol:Restriction

Restriction

Details

🏴‍☠️

Details

OFAC Sanctioned Countries

All OFAC-sanctioned jurisdictions

Crypto-Prohibited Jurisdictions

Jurisdictions where crypto trading is illegal

🇺🇸

Certain US States

States with specific restrictions

📜

Non-Accredited (ST22)

Non-accredited U.S. investors cannot purchase ST22 tokens



 

15. 🚫Disclaimers DISCLAIMERSand AND LIMITATIONSLimitations

❌ NO WARRANTIES OR GUARANTEES

🚨 OTCM PROTOCOL, INC. PROVIDES THE PLATFORM "AS IS" WITHOUT WARRANTIES:

📈 No Profitability Guarantee → We do not guarantee any returnsWarranties or profits
🏦 No Value Guarantee → Token values may decline to zero
💧 No Liquidity Guarantee → We cannot ensure tokens remain tradeable
🖥️ No Platform Guarantee → The platform may cease operations
🔄 No Recovery Guarantee → Lost funds generally cannot be recovered
⚖️ No Regulatory Guarantee → Regulatory framework may change

⚖️ Limitation of LiabilityGuarantees

Limitation

Description

💸

Limitation

Description

Maximum Liability

Our maximum liability is limited as specified in Terms of Service

No Consequential Damages

We are not liable for indirect, incidental, or consequential damages

📋

No Investment Advice

Nothing on our platform constitutes investment, legal, or tax advice

👤

Your Responsibility

You are solely responsible for all trading decisions

Indemnification

🛡️

Indemnification

You agree to indemnify OTCM Protocol from claims arising from your use


 

16. Acknowledgment ACKNOWLEDGMENTand AND ACCEPTANCEAcceptance

📋

By Usingusing OTCM Protocol, Youyou Acknowledge:

acknowledge:

 

For ST22 TokenizedDigital Securities:

  •        You understand ST22 tokens are SECURITIES under federal securities laws

  •        You qualify as an accredited investor under SEC Rule 501 (U.S.) or as a non-U.S. person under Reg S

  •        You understand you may lose your entire investment

  •        You have reviewed the specific risks of the underlying company

  •        You understand Category 1 protections do NOT guarantee against loss

  •        You understand protective conversion may result in worthless common stock

 

For OTCM Utility Token:

  •        You understand OTCM Utility Token has NO asset backing

  •        You understand it is a utility token,token, NOT a security

  •        You accept the risk of total loss of all funds

  •        You understand staking rewards are NOT guaranteed

 

For Both Token Types:

  •        You have read and understood ALL risk disclosures

  •        You will not invest more than you can afford to lose

  •        You will comply with all applicable laws

  •        You will maintain security of your own wallets

  •        You accept all risks associated with blockchain-based assets



🚨

 FINAL

WARNING

⚠️ INVESTING IN ST22 TOKENIZED SECURITIES AND OTCM UTILITY TOKENS
INVOLVES SUBSTANTIAL RISK OF LOSS.

📜 ST22 TOKENIZED SECURITIES ARE SECURITIES. Investing in securities can result
in loss of your entire investment. Category 1 compliance provides certain
protections but does NOT guarantee against loss.

🎫 OTCM UTILITY TOKENS HAVE NO ASSET BACKING. They are speculative digital
assets that may become worthless.

🛡️ THE PLATFORM, WHILE IMPLEMENTING CATEGORY 1 COMPLIANT INFRASTRUCTURE,
CANNOT PROTECT 

YOU FROM MARKET LOSSES, ISSUER FAILURES, OR THE INHERENT RISKS OF SECURITIES AND DIGITAL ASSET INVESTMENTS. 💸 IF YOU CANNOT AFFORD TOMAY LOSE YOUR ENTIRE INVESTMENT,INVESTMENT. DOTHERE NOTIS PARTICIPATE.

NO
GUARANTEE

📞OF CONTACTANY FORRETURN. QUESTIONS

PROCEED

IfONLY you do not understand any of these risks:

🚫 DO NOT USE THE PLATFORM UNTILIF YOU DO
FULLY UNDERSTAND AND ACCEPT ALL RISKS.

 

Contact for Questions

onplatform
  • Considerwhetherparticipation

    Resources:Resource

    📧Contact

    General / InvestorsEmail:

     legal@otcm.invest@otcm.io

  • 📚Chief Technology Officer

    frank@otcm.io

    Educational Materials:Materials

    otcm.info

    Available

    💼 Professional Advice:Advice

     Consult with qualified financial, legal, and tax advisors

  • 🤔

    Self-Assessment:
  • is

     appropriate for your financial situation


    📋Document DOCUMENT INFORMATIONInformation

    Field

    Value

    📄

    Field

    Value

    Document Version

    3.0

    📅 8.0

    Effective Date

    JanuaryMarch 2026

    Entity Jurisdiction

    📍Wyoming Corporation

    Jurisdiction

    Wyoming, United States

    ⚖️

    Governing Law

    WyomingNew Jersey State Law and Federal Securities Law

    🏛️

    Regulatory Framework

    SEC Category 1 Model B — Release No. 33-11412 (Issuer-SponsoredMarch Tokenized17, Securities)2026)


     

    By clicking "I Accept"Accept” or using the platform, you confirm you have read, understood, and accepted all risks described in this document.

    ⚠️ This Risk Disclosure document may be updated at any time. Users are responsible for reviewing current disclosures regularly. Continued use of the platform constitutes acceptance of updated disclosures.

     

    🛡️ Critical Reminder: This document exists to protect you from financial harm. These are legitimate warnings about securities and digital assets that can cause significant financial loss. Please take them seriously.


    © 2026 OTCMGroovy Protocol,Company, Inc. dba OTCM Protocol  |  All Rights Reserved

    ST22 TokenizedDigital Securities are securitiesCategory 5 Digital Securities under federalSEC–CFTC securitiesRelease lawsNo. pursuant to SEC Category 133-11412 (Issuer-SponsoredMarch Tokenized17, Securities) framework.2026). The OTCM Utility Token is a utility token with no asset backing. Groovy Company, Inc. dba OTCM Protocol is a Wyoming Corporation (CIK: 1499275).