UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
WASHINGTON, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
Pursuant to Section 13 OR 15(d) of The |
Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): September 25, 2025 |
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GROOVY COMPANY, INC. (Exact name of registrant as specified in its charter) |
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WYOMING | 333-169503 | 27-0518586 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
12 Daniel Rd East
Fairfield, NJ 07004
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: (404) 734-3277
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
COMMON | GROO | OTC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On September 25, 2025, GROOVY COMPANY aka Santo Mining Corp., (“GROOVY” and/or the “Company”) appointed:
·Berj Abajian - CEO-Vice Chairman- “Voting Member” - 20%
·Patrick Mokros - COO-Secretary “Voting Member” - 20%
·Frank Yglesias - CTO-Chairman “Voting Member” - 20%.
ITEM 7.01REGULATION FD DISCLOSURE.
On September 26, 2025, GROOVY announced the new directors of the Company. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On September 29, 2025, GROOVY announced the new OTCM Protocol Introduces Security Meme Tokens. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
On October 1, 2025, GROOVY announced the OTCM Protocol Files Trademark for Revolutionary “Howey Shield”. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished under Item 7.01, including Exhibit 1 hereto, of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference into any registration statement or other filings of the Company made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
ITEM 8.01 OTHER EVENTS.
On September 25, 2025, the Company moved its headquarters to 12 Daniel Rd East Fairfield, NJ 07004.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The following exhibits are provided with this Current Report:
Exhibit Number | Description of Exhibit |
Press release dated September 26, 2025. | |
Press release dated September 29, 2025. | |
Press release dated October 1, 2025. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 2, 2025 | GROOVY COMPANY, INC. |
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| By: /s/ Berge Abajian |
| Berge Abajian, CEO |
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Groovy Company, Inc. Announces Corporate dba to OTCM Protocol and Appoints New Executive Leadership Team
Wyoming corp pivots to blockchain tech, tokenizing OTC securities on Solana to create liquid markets for 15,000+ illiquid stocks
FAIRFIELD, NJ, UNITED STATES, September 26, 2025 -- Groovy Company, Inc. (OTCID:GROO), a Wyoming corporation, today announced its corporate dba to OTCM Protocol, effective September 25th, 2025, along with the appointment of a new executive leadership team to spearhead the company’s strategic transformation into the Solana blockchain-based securities trading technology sector. The company is pioneering the first infrastructure layer-2 platform on Solana for 1:1 tokenization of OTC stocks, creating permanent liquid markets for over 15,000 OTC micro-cap companies by converting preferred shares into 24/7 tradeable digital assets backed by real equity held in SEC-registered transfer agency custody.
The company has appointed industry veterans to lead its new direction:
·Mr. Berge Abajian as Chief Executive Officer (CEO)
·Mr. Patrick Mokros as Chief Operating Officer (COO)
·Mr. Frank Yglesias as Chief Technology Officer (CTO)
These appointments mark a pivotal transformation as the company positions itself at the forefront of revolutionizing how Over-the-Counter (OTC) securities are traded through innovative blockchain technology called OTCM Protocol and its Howey Shield. https://www.sec.gov/about/crypto-task-force/written-submission/ctf-written-input-otc-meme-corp-083025
Strategic Vision and Corporate Transformation
“This name change to OTCM Protocol reflects our complete strategic pivot into building groundbreaking infrastructure for the OTC securities market,” said Berge Abajian, newly appointed CEO of OTCM Protocol, Inc. “Our team brings together decades of experience in both traditional finance and cutting-edge blockchain technology to address a critical market need – bringing liquidity and transparency to the millions of shareholders trapped in illiquid OTC positions.”
The corporate rebranding from Groovy Company to OTCM Protocol signifies the company’s commitment to developing a revolutionary platform that will transform how OTC securities are tokenized and traded on the Solana blockchain ecosystem.
New Leadership Team
Berge Abajian, Chief Executive Officer
CEO of Bergio International Inc. (OTC: BRGO) for over 18 years, leading the publicly-traded luxury jewelry company through multiple market cycles. Successfully raised millions through various financing rounds while maintaining SEC compliance and managing EDGAR filings. Extensive expertise with PCAOB auditors, shareholder relations, and OTC market operations. Hands-on regulatory compliance approach includes direct SEC attorney engagement, internal controls implementation, and navigating evolving regulations for smaller public companies while building Bergio’s luxury brand presence.
Patrick Mokros, Chief Operating Officer
President of Empire Stock Transfer for 19+ years, managing millions of shareholder accounts across hundreds of public companies. Expert in SEC Rule 17Ad-11 compliance, AML protocols, and transfer agent regulations. Led transformation from paper certificates to electronic book-entry systems. Oversees billions in distributions, complex corporate actions, and proxy voting coordination. Works directly with executives, SEC attorneys, and PCAOB auditors ensuring flawless recordkeeping and regulatory compliance. Implemented cutting-edge cybersecurity and disaster recovery protocols while maintaining coordination between brokers, clearing houses, and financial intermediaries.
Frank Yglesias, Chief Technology Officer
Three decades of technology leadership, pioneering digital transformation globally since the 1990s. Director of Telecommunications Latin America at Kodak, co-founded Acero Systems serving Lennar and Del Monte. CEO of Golden Dragon Holdings Beijing (2008-2016). Executed migration of 50,000+ Bitcoin miners from China to Kazakhstan (2017). Collaborated with Bahamian Government creating the first ICO backed by NFTs for sunken treasures (PO8), working with Dr. David Gallo, co-leader of Titanic expeditions. Blockchain advisor to Panama Government. Developed NFT smart contracts for art fractionalization, tokenized gold, and Colombia’s first Layer-1 blockchain. Currently leads 12+ developers in Medellin, driving innovation at the intersection of traditional technology and blockchain solutions.
What is OTCM Protocol
OTCM Protocol is developing a revolutionary Solana blockchain-based layer-2 platform designed to tokenize OTC securities and create permanent liquid markets for traditionally illiquid stocks, while following SEC guidelines. The platform aims to solve a massive market inefficiency affecting over 15,000 OTC companies and millions of shareholders who currently have limited or no ability to trade their positions.
Key features of the OTCM Protocol platform include:
·Asset-Backed Tokenization: Creating digital tokens backed 1:1 by real securities held in regulated transfer agency custody
·Permanent Liquidity Solutions: Establishing perpetual trading pools that cannot be drained or manipulated
·Blockchain Innovation: Leveraging high-performance blockchain technology for instant, low-cost transactions
·Regulatory Compliance: Building comprehensive compliance frameworks to ensure adherence to securities regulations
·Community-Driven Markets: Enabling organic price discovery through innovative bonding curve mechanisms
The platform addresses a critical gap in the financial markets where thousands of legitimate companies and their shareholders lack access to efficient trading infrastructure. Traditional market-making for micro-cap securities can cost hundreds of thousands of dollars annually with limited effectiveness. OTCM Protocol’s solution aims to eliminate these barriers while providing 24/7 global market access.
About OTCM Protocol, Inc.
OTCM Protocol, Inc. (formerly Groovy Company, Inc.) is a Wyoming corporation building the infrastructure layer for tokenized OTC securities. The company has developed a revolutionary platform that enables 1:1 tokenization of illiquid stocks, where each digital token is backed by actual shares held permanently in SEC-registered custody with Empire Stock Transfer. By converting dormant OTC securities into 24/7 tradable blockchain assets on Solana, OTCM Protocol creates permanent liquid markets for over 11,000 companies and 5 million shareholders currently trapped in zero-liquidity positions. The platform addresses a $50 billion market opportunity by eliminating traditional market maker costs and abandonment issues through automated bonding curve mechanisms, enabling instant global access to previously untradable securities while maintaining full regulatory compliance through its proprietary “Howey Shield” framework.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements that reflect management’s current expectations about future events and financial performance. These statements are not guarantees and subject to significant risks that could cause actual results to differ materially. OTCM Tokens serve exclusively as utility tokens for entertainment within the OTCM Protocol ecosystem, with no securities characteristics, ownership rights, or profit-sharing entitlements. While the Company believes tokens don’t constitute securities under current law, regulatory interpretations may change. Token values may experience extreme volatility or complete loss. The tokenization of OTC securities requires regulatory approvals that may not be obtained. Blockchain technology and tokenized assets carry inherent risks including total loss. Investors should conduct independent due diligence and consult professional advisors before making investment decisions.
FRANJOSE YGLESIAS
Groovy Company, Inc,
+1 404-734-3277
email us here: info@groovy.click
Visit us on social media: https://x.com/otcmprotocol
OTCM Protocol Introduces Security Meme Tokens: The Solution to America’s $50 Billion OTC Liquidity Crisis
Revolutionary Blockchain Technology on Solana Transforms Illiquid OTC Stocks into 24/7 Tradable Security Meme Tokens SMT Backed 1:1 by Real Shares
FAIRFIELD, NJ, UNITED STATES, September 29, 2025 -- Groovy Company, Inc. (OTCID:GROO), a Wyoming corporation now known as OTCM Protocol today announced the launch of Security Meme Tokens (SMTs), a breakthrough financial innovation that solves the decades-old liquidity crisis plaguing over 11,000 companies on US over-the-counter markets. By combining SEC-compliant securities with blockchain technology and meme culture dynamics, SMTs unlock an estimated $50 billion in trapped shareholder value while providing companies with unprecedented access to global liquidity.
Security Meme Tokens (SMTs) are meme tokens on the Solana blockchain, each backed 1:1 by Series “M” Preferred Shares held permanently at Empire Stock Transfer, an SEC-registered transfer agent, driven by the community of the public companies. This revolutionary structure enables instant settlement, 24/7 trading, and community-driven price discovery while maintaining full regulatory compliance.
“Today marks a turning point for American small-cap markets,” said the OTCM Protocol founding team. “We’ve created a bridge between Wall Street and blockchain that respects securities law while delivering the liquidity shareholders desperately need. Security Meme Tokens aren’t just another crypto project-they’re a lifeline for thousands of legitimate companies abandoned by traditional market makers.”
The OTC Market Emergency
The statistics are staggering: 90% of OTC companies have no market maker support. Companies pay $25,000-$75,000 annually for compliance and market making services yet receive virtually no trading volume. Shareholders find themselves trapped, unable to sell positions even in profitable companies. This liquidity desert has created a vicious cycle where companies delist, shareholders lose everything, and legitimate businesses fail not from poor operations but from capital market abandonment.
The SMT Solution
Security Meme Tokens solve this crisis through innovative architecture:
Permanent Share Backing: Companies create 1 billion Series “M” Preferred Shares-special non-voting, non-dividend shares immune to dilution-and deposit them permanently with Empire Stock Transfer. These shares back tokens 1:1, ensuring real value, and SMTs are registered in the State of Wyoming as digital asset.
Blockchain Efficiency: Built on Solana, SMTs settle instantly instead of T+2, trade 24/7 instead of market hours only, and cost $0.00025 per transaction instead of traditional brokerage fees.
Meme Culture Integration: By embracing community-driven trading and social media engagement, SMTs harness the viral growth potential that turned unknown stocks into household names, but with real asset backing preventing total loss.
How Companies Implement SMTs
1.Pass board resolution creating Series “M” Preferred Shares
2.File Certificate of Designation with state authorities
3.Deposit shares permanently with Empire Stock Transfer
4.OTCM Protocol registers SMTs in the State of Wyoming
5.Receive 1 billion SMTs via smart contract minting
6.Deploy $10,000 USD liquidity with 40% of tokens for initial trading
7.Secure remaining 60% of tokens in multi-signature locked wallet
8.Graduate to Raydium DEX at $75,000 market cap (locked forever)
Revolutionary Features
1.No Dilution Ever: 1 billion tokens forever, immune to splits or corporate actions
2.Global Access: Anyone worldwide can trade, not just US accredited investors
3.Instant Liquidity: Mathematical bonding curves ensure buyers and sellers always exist
4.Transparent Fees: Just 0.5% per transaction
5.Viral Potential: Meme culture drives organic marketing worth millions
6.Regulatory Compliance: Modified smart contracts enforce SEC guidelines
The Bigger Picture
(SMT) Security Meme Tokens represent more than a technical innovation - they’re a fundamental reimagining of how small-cap markets should work. By eliminating intermediaries, reducing costs, and enabling true price discovery, SMTs create efficient markets that benefit everyone: companies get liquidity, shareholders get exits, and traders get opportunities.
“We’re not trying to replace traditional markets,” the OTCM team emphasizes. “We’re augmenting them with technology that should have existed years ago. Every OTC company deserves a liquid market. Every shareholder deserves an exit option. (SMT) Security Meme Tokens deliver both.”
About OTCM Protocol, Inc.
OTCM Protocol, Inc. (formerly Groovy Company, Inc.) is a Wyoming corporation building the infrastructure layer for tokenized OTC securities. The company has developed a revolutionary platform that enables 1:1 tokenization of illiquid stocks, where each digital token is backed by actual shares held permanently in SEC-registered custody with Empire Stock Transfer. By converting dormant OTC securities into 24/7 tradable blockchain assets on Solana, OTCM Protocol creates permanent liquid markets for over 11,000 companies and 5 million shareholders currently trapped in zero-liquidity positions. The platform addresses a $50 billion market opportunity by eliminating traditional market maker costs and abandonment issues through automated bonding curve mechanisms, enabling instant global access to previously untradable securities while maintaining full regulatory compliance through its proprietary “Howey Shield” framework.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements that reflect management’s current expectations about future events and financial performance. These statements are not guarantees and subject to significant risks that could cause actual results to differ materially. OTCM Tokens serve exclusively as utility tokens for entertainment within the OTCM Protocol ecosystem, with no securities characteristics, ownership rights, or profit-sharing entitlements. While the Company believes tokens don’t constitute securities under current law, regulatory interpretations may change. Token values may experience extreme volatility or complete loss. The tokenization of OTC securities requires regulatory approvals that may not be obtained. Blockchain technology and tokenized assets carry inherent risks including total loss. Investors should conduct
independent due diligence and consult professional advisors before making investment decisions.
FRANJOSE YGLESIAS
Groovy Company, Inc,
+1 404-734-3277
email us here: info@groovy.click
Visit us on social media: https://x.com/otcmprotocol
Revolutionary “Howey Shield” Regulatory Compliance Framework for Meme Tokens
Revolutionary “Howey Shield” framework transforms how companies tokenize assets-USPTO trademark filing marks major milestone in DeFi compliance innovation
FAIRFIELD, NJ, UNITED STATES, October 1, 2025 -- Groovy Company, Inc. (OTCID:GROO), a Wyoming corporation now known as OTCM Protocol a pioneer in Solana based SMTs (Security Meme Tokens), today announced the filing of a federal trademark application for its proprietary “Howey Shield” regulatory compliance framework with the United States Patent and Trademark Office (USPTO). The application, assigned serial number 99420190, marks a significant milestone in the company’s mission to democratize access to capital markets through innovative legal engineering.
The Howey Shield represents a groundbreaking multi-layered defensive framework designed to ensure that preferred share-backed tokens SMTs (Security Meme Tokens) definitively fail all four prongs of the SEC’s Howey Test, thereby qualifying as commodities rather than securities. Named after the landmark 1946 Supreme Court case SEC v. W.J. Howey Co., this proprietary system enables companies to tokenize their securities while maintaining full regulatory compliance without the burden of traditional SEC registration.
“The Howey Shield isn’t just another compliance tool-it’s a paradigm shift in how we approach tokenization,” said Frank Yglesias, CTO of OTCM Protocol, Inc. “By engineering comprehensive protection at every level, we’ve created a pathway for companies to access blockchain liquidity markets while respecting both the letter and spirit of securities law.”
The trademark filing covers computer programming of smart contracts on blockchain and providing technology information in the field of decentralized finance (DeFi), reflecting the technical sophistication underlying the Howey Shield framework. The distinctive logo features a shield design with a bull silhouette and urban skyline elements, symbolizing the intersection of traditional markets and blockchain innovation.
Key Features of the Howey Shield Framework:
Four-Layer Defense System: Ensures SMTs (Security Meme Tokens) fail all prongs of the Howey Test through structural, economic, and operational safeguards
Permanent Asset Backing: Maintains 1:1 backing with preferred shares held in professional custody
Community-Driven Value Creation: Separates SMT value from company performance, with price discovery through decentralized trading
Entertainment Classification: Positions SMT as cultural collectibles rather than investment vehicles
Smart Contract Automation: Implements irreversible, autonomous operations that prevent manipulation.
About OTCM Protocol, Inc.
OTCM Protocol, Inc. (formerly Groovy Company, Inc.) is a Wyoming corporation building the infrastructure layer for tokenized OTC securities. The company has developed a revolutionary platform that enables 1:1 tokenization of illiquid stocks, where each digital token is backed by actual shares held permanently in SEC-registered custody with Empire Stock Transfer. By converting dormant OTC securities into 24/7 tradable blockchain assets on Solana, OTCM Protocol creates permanent liquid markets for over 11,000 companies and 5 million shareholders currently trapped in zero-liquidity positions. The platform addresses a $50 billion market opportunity by eliminating traditional market maker costs and abandonment issues through automated bonding curve mechanisms, enabling instant global access to previously untradable securities while maintaining full regulatory compliance through its proprietary “Howey Shield” framework.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements that reflect management’s current expectations about future events and financial performance. These statements are not guarantees and subject to significant risks that could cause actual results to differ materially. OTCM Tokens serve exclusively as utility tokens for entertainment within the OTCM Protocol ecosystem, with no securities characteristics, ownership rights, or profit-sharing entitlements. While the Company believes tokens don’t constitute
securities under current law, regulatory interpretations may change. Token values may experience extreme volatility or complete loss. The tokenization of OTC securities requires regulatory approvals that may not be obtained. Blockchain technology and tokenized assets carry inherent risks including total loss. Investors should conduct independent due diligence and consult professional advisors before making investment decisions.
FRANJOSE YGLESIAS
Groovy Company, Inc,
+1 404-734-3277
email us here: info@groovy.click
Visit us on social media: https://x.com/otcmprotocol