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Based on recent statements and enforcement actions from the SEC, I would highly recommend against considering "ICOs" as a way to "raise money". ICOs for the pu
by Pyxl101 9y ago
Based on recent statements and enforcement actions from the SEC, I would highly recommend against considering "ICOs" as a way to "raise money".
ICOs for the purpose of raising money are likely to an investment contract under SEC rules. If your offering is an investment contract, then the transaction is considered a security and is subject to SEC requirements.
In other words, don't expect an ICO to be a simpler or easier or better way to raise money. It's not. Start by reading the SEC bulletin on Coin Initial Offerings:
https://www.sec.gov/oiea/investor-alerts-and-bulletins/ib_coinofferings https://www.sec.gov/oiea/investor-alerts-and-bulletins/ib_co...
Not all coin offerings are necessarily securities, but if you're viewing it as a way to raise money, then it almost certainly will be. To determine whether an offering is likely to be a security, consider the Howey Test, which is a test created by the US Supreme Court for whether a transaction represents an investment (and thus may be regulated by the SEC). The test is whether:
(1) It is an investment of money (2) There is an expectation of profits from the investment (3) The investment of money is in a common enterprise (4) Any profit comes from the efforts of a promoter or third party
If you are selling coins in an ICO with the promise of profit for the coin holders; if the money will be invested in your enterprise; if the coin holders are expecting to profit based on your efforts or those of others, then the ICO is likely to be a security.
Here is one example of an investigation by the SEC into one coin offering (the DAO), where it was determined to be a security: https://www.sec.gov/litigation/investreport/34-81207.pdf https://www.sec.gov/litigation/investreport/34-81207.pdf