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.
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Token Type |
Classification |
Asset Backing |
Regulatory Status |
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ST22 Digital Securities |
SECURITIES |
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SEC Category 1 | ||
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OTCM Utility Token |
Utility Token |
None |
Utility token framework (counsel analysis pending under five-category taxonomy) |
⚠️CRITICAL: ST22TokenizedDigital 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
preferredshare 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:
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Risk
Category 1 Protections (Limited)While Category 1 compliance provides certain protections, these do NOT guarantee against loss:
2.
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Risk Category |
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Description |
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Bankruptcy Risk |
Companies may become insolvent. Protective conversion triggers convert to common stock, but common stock may have no value in bankruptcy. | |
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Fraud Risk |
Despite due diligence, companies may commit fraud or misrepresent their | |
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Limited Disclosure |
Many tokenized companies are not SEC reporting companies and provide limited financial | |
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Non-Operating Companies |
Some companies may have ceased meaningful business | |
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Business Failure |
Companies may fail for legitimate business | |
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Dilution Risk |
Companies may issue additional shares, diluting existing |
📜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:
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Characteristic |
Status |
Implication |
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Equity Backing |
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Real equity, but equity can lose value | |
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Conversion Rights |
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On demand or protective triggers |
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Dividends |
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No guaranteed dividend payments |
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Voting Rights |
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Liquidation Preference |
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Varies by issuer |
3. 🎢Market MARKETand ANDVolatility VOLATILITY RISKSRisks
⚡ Securities Market Risks
ST22 TokenizedDigital Securities trade on CEDEX and are subject to market risks:
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Risk |
Description |
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Price Volatility |
Prices may fluctuate significantly based on market conditions | |
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Liquidity Risk |
Limited trading volume may make selling difficult |
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Slippage |
| Large trades may execute at prices significantly different from quoted |
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24/7 Trading |
Continuous trading means no market closure protection | |
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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 apause,pause, not price protection⚠️• Prices may continue declining after
circuitthebreaker15-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:
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Risk |
Description |
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Custodian Risk |
Although SEC-regulated, custodian failure could affect operations |
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Oracle Risk |
Custody verification relies on oracle systems that may fail |
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Verification Delays |
Custody verification occurs every ~400ms but delays are possible |
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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:
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Risk |
Description |
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Regulatory Changes |
SEC guidance or binding rules may change, affecting ST22 classification or trading |
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Enforcement Risk |
Regulatory enforcement actions could affect platform operations |
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Jurisdictional Risk |
Your jurisdiction may restrict or prohibit tokenized securities |
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Compliance Changes |
New compliance requirements may affect trading |
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Tax Obligations |
Securities transactions have tax |
⚠️ 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
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• Providing false accreditation information is illegal
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• Non-accredited U.S. investors cannot purchase ST22 tokens
6. 🔧Technical TECHNICALand ANDPlatform PLATFORM RISKSRisks
⛓️ Blockchain Risks
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Risk |
Description |
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Platform Failure |
OTCM Protocol could cease operations |
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Smart Contract Bugs |
Despite formal verification and audits, smart contracts may contain vulnerabilities |
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Technical Failures |
System failures could prevent trading or cause losses |
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No SIPC/FDIC |
Unlike traditional brokerages, no SIPC or FDIC insurance |
🔐 Security Risks
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Risk |
Description |
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Wallet Security |
Lost private keys mean permanent loss of tokens |
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Phishing |
| Fake websites may attempt to steal credentials |
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Hacks |
| Despite security measures, systems could be compromised |
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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.
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Characteristic |
OTCM Utility Token |
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Classification |
| Utility Token | |
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Asset Backing |
NONE |
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Purpose |
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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.
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|---|---|
Risk |
Description |
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100% Loss Possible |
OTCM Utility Tokens can lose 100% of their value |
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No Asset Backing |
Unlike ST22, there is NO underlying equity backing |
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Permanent Loss |
Lost value cannot be recovered |
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No Minimum Value |
Tokens can trade at effectively zero |
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Utility Depreciation |
Platform changes may reduce utility value |
8. 🎢Extreme EXTREMEVolatility VOLATILITY RISKSRisks (OTCM UTILITYUtility TOKEN)Token)
⚡
9.
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10. |
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Risk |
Description |
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Governance Attacks |
Malicious actors may attempt to influence governance |
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Minority Position |
Your votes may be outvoted by larger holders |
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Parameter Changes |
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Governance Limitations |
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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:
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Risk |
Description |
Mitigation |
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Pump and Dump |
Coordinated buying followed by selling |
Circuit breakers, wallet limits | |
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Wash Trading |
Fake volume creation |
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Whale Accumulation |
Large position building |
4.99% wallet concentration limit | |
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Social Manipulation |
False information spreading |
Cannot be prevented by technology |
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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:
Difficultydifficulty controlling tradingbehaviorTradingbehavior, trading affecting relationships orresponsibilitiesEmotionalresponsibilities, emotional distress from tradinglossesBorrowinglosses, 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
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Dependency |
Risk |
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Empire Stock Transfer |
Custodian failure affects ST22 backing |
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Solana Network |
Network issues affect all trading |
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Oracle Systems |
Oracle failures affect custody verification |
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RPC Providers (Helius) |
RPC issues may prevent transactions |
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Wallet Software |
Wallet bugs may cause losses |
🏢 Business Continuity Risks
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Risk |
Description |
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Key Person Risk |
Loss of critical team members |
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Funding Risk |
Platform may exhaust operational funds |
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Competition Risk |
Better platforms may emerge |
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Technology Risk |
Technology may become outdated |
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Market Conditions |
Prolonged bear markets may affect viability |
14. 🌍Geographic GEOGRAPHIC RESTRICTIONSRestrictions
🚫
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15.
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Limitation |
Description |
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Maximum Liability |
Our maximum liability is limited as specified in Terms of Service | |
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No Consequential Damages |
We are not liable for indirect, incidental, or consequential damages | |
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No Investment Advice |
Nothing on our platform constitutes investment, legal, or tax advice | |
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Your Responsibility |
You are solely responsible for all trading decisions |
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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 utilitytoken,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
⚠️ 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 DOFULLY UNDERSTAND AND ACCEPT ALL RISKS.
Contact for Questions
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General / Investors |
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frank@otcm.io |
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Educational |
otcm.info |
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appropriate for your financial situation
📋Document DOCUMENT INFORMATIONInformation
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Field |
Value |
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Document Version |
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Effective Date |
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Entity Jurisdiction |
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Governing Law |
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Regulatory Framework |
SEC Category 1 Model B — Release No. 33-11412 ( |
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).