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OTC Risk Warnings
Because many securities traded Over-The-Counter (OTC) are relatively illiquid, or "thinly traded," which tends to increase volatility in market prices, an investment in an OTC security involves a high degree of risk. These speculative and illiquid securities are often difficult for investors to buy or sell without significantly affecting the quoted price. It should be noted that the liquidation of a position in an OTC security may not even be possible within a reasonable period of time.
Dependable information regarding issuers of OTC securities, their prospects, or the risks associated with the business of any particular issuer or an investment in the issuer’s securities may not be available. For this reason, it may be difficult to properly value an investment in an OTC security or accurately determine the risks involved with investing in such a security. For more information about investing in microcap securities, please read the content on the SEC’s website, including the SEC’s investor publication titled "Microcap Stock: A Guide for Investors" available at https://www.sec.gov/reportspubs/investor-publications/investorpubsmicrocapstockhtm.html
Issuers of OTC securities quoted on the OTC Link system are not required to provide any kind of information to investors. While many issuers register OTC securities with the Securities and Exchange Commission (SEC) and regularly provide reports to investors in connection with such registration, they are not required to continue such registration or regularly provide such reports because their securities are quoted on OTC Link. Securities may continue to be quoted on the OTC Link system if issuers are delinquent in their reporting obligation to the SEC or other federal or state regulatory agencies. Quotation of a security on the OTC Link system or the Yellow Sheets does not in itself create any ongoing filing or reporting obligations with the SEC for any issuer. In fact, issuers may not even be aware that their securities are quoted on the OTC Link system.
Because many crypto-assets are relatively illiquid, or “thinly traded,” which tends to increase volatility in market prices, an investment or transaction in a crypto-asset involves a high degree of risk. These speculative and illiquid assets are often difficult for traders to buy or sell without significantly affecting the quoted price. It should be noted that the liquidation of a position in a crypto-asset may not even be possible within a reasonable period of time.
Dependable information regarding issuers, community members, contracted service providers and leaders of crypto-assets, their prospects, or the risks associated with the business of any particular issuer or holding their crypto-asset may not be available. For this reason, it may be difficult to properly value a crypto-asset or accurately determine the risks involved with investing or making transactions in such a crypto-asset.
Issuers, community members, contracted service providers and leaders of crypto-assets are not required to provide any kind of information to traders. While many issuers, community members, contracted service providers and leaders regularly provide updates, they are not required to continue to provide such reports.
Cryptocurrency tokens are created and distributed using distributed ledger or blockchain technology. This technology is highly experimental; therefore, participation in the market is very risky. The software, technologies, and ways of doing business are in an early development stage and unproven.
Many crypto-assets are based on the Bitcoin or Ethereum protocols. The project using them will be adversely affected by any malfunction, dysfunction, or abandonment of these protocols. Additionally, these protocols could be rendered less valuable or valueless by advances in cryptography or other technical advances, such as the development of quantum computing.
Crypto-assets use software and other technology that are likely to be in an early development stage and unproven, and there is normally no warranty that the process for receiving, use and ownership of tokens or virtual coins will be uninterrupted or error-free. Such software and other technology could contain weaknesses, vulnerabilities, or bugs that could cause serious problems, including but not limited to inability to use tokens or virtual coins and the partial or complete loss of tokens or virtual coins.
Blockchain mining attacks
Any crypto-asset using blockchain-based systems that depend upon independent miners may be subject to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attack presents serious risks to every aspect of the crypto-asset.
Users of a token or virtual coin may wish to store or convert a crypto-asset into one or more fiat and/or alternative cryptocurrencies. There could be serious problems making and managing such crypto-assets and funds, including difficulties related to the lack of ready convertibility between fiat currencies, cryptocurrencies, and tokens or to dealing with them via traditional market counterparties and intermediaries. In addition to the usual market forces, the risk of unfavorable fluctuation in the value of crypto-assets could be exacerbated by another DAO-like attack on the Ethereum network, by security incidents or market irregularities at one or more of the major cryptocurrency exchanges, or by currently unforeseeable events.
Loss of your credentials
If you lose your crypto-wallet credentials or they are stolen, tokens or virtual coins you acquired will be permanently lost. A private key, or a combination of private keys, is necessary to control and dispose of crypto-assets stored in your wallet. Loss of the private key(s) associated with your wallet will result in loss of crypto-assets. Any third party that acquires the ability to access your private key(s), including by acquiring login credentials of a hosted wallet service you use, may be able to steal your tokens. If your crypto-wallet malfunctions or fails for any reason, including your own failure to properly maintain or use it, may also result in your crypto-assets being lost.
Cryptocurrencies and tokens are inherently subject to the risk of cybercrime, which is difficult to protect against. The software used in any aspect of a cryptocurrency token or ICO project could be hacked, which could result inability to use or outright loss of some or all cryptocurrency and token assets.
Failure or Abandonment
Any aspect of any crypto-asset project abandoned or required to be restructured, become or remain technologically or commercially unsuccessful, or be shut down for many reasons, including, but not limited to, lack of interest by the public; statutory, regulatory, or other legal changes; lack of funding; and lack of commercial success due to competing projects. There is no assurance that any crypto-asset you acquire will have the value expected, or any value, at the time you wish to use them. You should understand and accept that the ownership and use of crypto-assets is very risky such that they could be or become unusable or valueless with respect to the exchange of information, services, or value with other crypto-asset owners.
The sale or use of tokens or virtual coins could be prohibited under applicable securities law. It is possible that existing regulations could be applied, or new regulations could be enacted, affecting blockchain technology-based applications and sales of tokens or virtual coins such that any aspect of cryptocurrency token and ICO projects could be negatively affected, requiring its modification or discontinuance and potentially resulting in the loss of tokens or token value.
No statutory protection
Crypto-assets do not represent deposits and are not subject to any statutory insurance or guarantees. In the event of insolvency of an entity issuing tokens or any entity/technology involved in a cryptocurrency token or ICO project, there will be no protection in place to allow recovery of losses.
All decisions involving products or services of an entity issuing tokens or related or associated party are typically made internally by the entity or related or associated party. These decisions could adversely affect the platform on which your tokens are intended to be used and/or the utility of any tokens you own. Entities issuing tokens may be subject to the normal legal, accounting, and tax standards, but they may be operated by persons with very limited business experience.
Lack of oversight
A great number of token sales are not structured or intended as an offer of securities or a promotion, invitation, or solicitation for investment purposes. Token sales are not, therefore, considered to be subject to the offering requirements that apply to securities, including legal standards for prospectuses or other documentation. Investing in unregulated tokens does not involve independent review or oversight required by law for securities offerings, and the accounts of token offerors may not be subject to audit requirements.
No viable legal remedy
In the event of a dispute between you and the entity issuing tokens or any related or associated entity about any aspect of a cryptocurrency token or ICO project, it may be prohibitively difficult or costly for you to assert your legal rights. Even if you do bring a claim, prevailing on your claim may be difficult or impossible because of the difficulty of distinguishing between legally binding and enforceable contractual representations, warranties and terms and mere projections about the expected future of tokens that do not constitute legally binding promises and representations.
There is a risk that dishonest people will use crypto-assets as get-rich-quick schemes and not even attempt to deliver on their promises and representations. You should assess the quality and credibility of the whole team involved in a cryptocurrency token or ICO project, including professional advisors, because the risk of fraud is significant in this young untested sector.
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