Exempt Offerings  JOBS Act Solutions

advising on exempt offerings to find investors.  


Cheat Sheet for Early-Stage ICO Sponsors

Posted on September 24, 2018 at 11:10 PM Comments comments (0)

Here are the questions you will be asked.

                                                For Starters

Does the ICO or ITO platform already exist?

Is the issuer doing a direct offering or a broker-dealer offering?

In what U.S. states and foreign countries will the issuer be doing business?

What is the purpose of the offering? What is the issuer’s business?

What exemptions will the issuer rely on for each jurisdiction: Rule 506(c, Rule 506(b, Rule 504, Regulation S, or Regulation A+.

What statements, representations, or comments have been made to third parties about future value?

Has the whitepaper been written? Released?

Is the white paper also an offering memorandum with prescribed disclosures and notices?

Has the smart contract code for the token been audited by a code audit firm?

Is there an exit strategy?

Does the issuer have a shareholders agreement?

Does the issuer have a board of directors?

Does the issuer have financial auditors?

Has the issuer worked with a transfer agent before?

Is the issuer comfortable with KYC and KYC best practices? 

                           Blockchain ( distributed ledger technology)

Does the blockchain facilitate transparency?

Does it provide guaranteed legal finality for securities transactions?

Does it provide recourse by means of technical intervention in case of errors or fraud?

Is there a published governance document?

Does the blockchain have financial institution recognition?

Has the issuer specifically determined that the blockchain does in fact prevent cryptocurrency fraud or unauthorized use? 


Which Protocol will the issuer use? 

Is the Protocol implemented on an enterprise-class technology platform? 

Does the Protocol manage the custodianship requirements of the security token? 

Does the Protocol have the capabilities to be managed by a regulated transfer agent?


Will this be for accredited investors only?

How will the issuer confirm or verify accredited investor status?

Will the purchasers be seeking a return on their investment or are they buying the token for other purposes?

If other purposes, what are they?

What are the rights of token holders? Voting? Dividends? 


Is the token coupled with a crypto-currency?

Will the tokens be immediately delivered to the purchasers? 

Is the number of tokens fixed or unlimited? •

Is there a release schedule for the tokens?

Will the tokens have a fixed value?

Does the issuer intend to list the tokens on any secondary markets? 

What are the lock-up periods?

Is the issuer using legends to satisfy re-sale requirements? 

Is the issuer planning on a bounty of free tokens?


This article is not a legal advice, is not written by a lawyer, and is written for general informational purposes only. If you have questions or comments or are interested in learning more about these topics, feel free to email Doug Slain at [email protected] Doug is a securities regulation advisor and author who coaches ICO-sponsors and their advisors on JOBS Act best practices—especially Rule 506(c), Rule 506(b, Rule 504, and Regulation S. Doug authored the 21-volume Exempt Offering Series of audiobooks on Audible.com. He is the founder and sponsor of the 8 year-old LinkedIn discussion group, State Securities Regulation.

Crypto Fund using Regulation S

Posted on September 22, 2018 at 6:45 PM Comments comments (0)

A self-described “crypto-blockchain and ICO-focused investment research fund and media portal” has announced that its Regulation S securities token offering (STO) will begin shortly. The startup, XResearch, claims it is building a “community commons for crypto investors” offering institutional-quality research services and content. 

Token holders will be entitled to “institutional-quality research” and share in 5% of the equity of the company (all token holders in aggregate).

Using Regulation S, issuers can raise large amounts of capital with without the cost and delay of a Regulation D exemption, while purchasers benefit from the ability to resell in a secondary market.

Using either Rule 144 and Regulation S, issuers can use two separate exemptions for the same time period offering the same assets. Also, since a Regulation S issuer may make an offering within the U.S. to a “Qualified Institutional Buyer” (QIB) or to anyone outside the U.S., U.S. broker-dealers can purchase the securities and market them, whether or not any non-U.S. investors purchasing under them would qualify as QIBs, to large institutional buyers both inside and outside of the U.S.

Issuers using Regulation S can take advantage of the fact that the SEC and FINRA deem sales outside of the U.S to be regulated, whether or not those sales are in fact regulated. 

XResearch is led by Charles Wyman, who is working with Steven Wasserman, Barry Cohen, and Neil Benedict, among others.


Cryptocriminals & State Regulators

Posted on May 27, 2018 at 9:45 PM Comments comments (0)

The North American Securities Administrators Association (NASAA) last week announced a large crackdown on fraudulent Initial Coin Offerings and cryptocurrency offerings.

State regulators identified hundreds of ICOs in the final stages of preparation before being launched to the public. These pending ICOs were advertised and listed on ICO aggregation sites to attract investor interest. Many have been and are being examined; some are under active investigation, and some have already resulted in enforcement actions.

State regulators found approximately 30,000 crypto-related domain name registrations, almost all of which made in 2017 and 2018. For more information about ICOs and cryptocurrencies, watch NAASA’s video “Get in the Know About ICOs” or read NASAA’s Investor Advisories: “What to Know About ICOs” and “Be Cautious of the Crypto Investment Craze.”