Exempt Offerings  JOBS Act Solutions

advising on exempt offerings to find investors.  

ICO Investor Insider


Questions that ICO and ITO sponsors can expect to be asked by prospective investors.

I.      In General

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 in 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 white paper been written? Released?

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

Has a code auidit firm 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 best practices?

II.          Blockchain ( distributed ledger technology)

Does the blockchain facilitate transparency?

Does it provide 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?

                                                                III.           Protocol

  • Which Protocol is the issuer using?
  • Is the Protocol implemented on an enterprise-class technology platform?
  • Does the Protocol manage custodianship of the token?
  • Can the Protocol be easily navigated by a regulated transfer agent?

          IV.             Investors/Purchasers                                       

Will this be for accredited investors only?

How will the issuer confirm or verify accredited investor status?

In addition to a return on their investment, will the purchasers be buying the coin/token for other purposes? I

What are the rights of token holders? Voting? Dividends

                                                                 V.             Tokens

  • 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 tokens to 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?
  • Will the user be using airdrop?
  • ______________________________________ 


                      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 this topic, feel free to contact email Doug Slain at [email protected]. Doug is a securities regulation advisor who coaches ICO-sponsors and their advisers on JOBS Act best practices, working with Rule 506(c), Rule 506(b, Rule 504, and Regulation S. Doug authored the 21-volume Exempt Offering Series of audiobooks and he is the monitor of the LinkedIn State Securities Regulation discussion group