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

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.

Categories: ICOs & Blockchain, Publicly traded private placements, S.E.C.

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