Token Sales October 20th, 2017

It was a lively week across the token sales complex, with further regulatory clarity being provided by countries and central banks around the world. But it has not just been the usual authorities that have provided their assessments of token sales in recent times. Last week, the innovative fundraising mechanism received a welcome, albeit unlikely boost from the United Nations Children’s Fund (UNICEF), the UN project that aims to provide assistance to children around the globe. UNICEF said that it is open to exploring how it might be able to issue a custom cryptocurrency in order to bolster its overall mission, or that of its partners’ projects. Although the interest may come as somewhat of a surprise, UNICEF’s favourable position falls in line with the UN’s strong interest in becoming a leading adopter of blockchain. Indeed, this year alone has seen the global agency make its first investment in the technology, as well as explore a cryptocurrency-backed investment fund.

According to Chris Fabian, the co-founder of UNICEF Ventures, “If we are in a place to look at designing our own token, look at others to help design theirs in a way that we can be a part of, and potentially also have a crypto-denominated investment fund, those would all be things that would be on our roadmap for the near future.” Fabian believes such a move would simply be part of a much greater investment outlook that UNICEF has for blockchain, with the project’s venture capital arm already operating on the basis of maximising profits, and the significant efforts it has made towards learning how to utilise blockchain itself.
Abu Dhabi has become the latest major financial centre to reveal its views on token sales, with the Financial Services Regulatory Authority (FSRA) of Abu Dhabi Global Market (ADGM) publishing its approach on Monday, under the Financial Services and Markets Regulations (FSMR). According to Mr Richard Teng, Chief Executive Director, FSRA of ADGM, token offerings “have transformed the capital formation landscape and global regulatory frameworks are evolving to adapt to such innovation.” Teng added that those exploring the issuance of tokens that offer real value to the market “are encouraged to engage us early to gain insights into the applicable regulatory regime”.

The FSRA also admits that token sales do not always fit perfectly into existing regulatory classifications, and as such, a one-size-fits-all approach is unlikely to be the most ideal method. Moreover, those offerings which consist of tokens that possess the characteristics of specified investments will be treated as such within the FSRA’s regulatory framework. Cryptocurrencies in general within the jurisdiction will also be treated by the regulator as commodities.

Lithuania’s central bank, meanwhile, has also issued new official guidance to those citizens intending to organise a token sale event in the country. According to the 4-page note released by the bank, banks are likely to be prevented from working with cryptocurrencies, while token sales could be subject to several national laws depending on the characteristics of the project and the function of the token itself. Board member Marius Jurgilas opined, “Notwithstanding the fact that such activities are not regulated, in their essence, they are the raising of funds from investors, often unprofessional, to finance some activity. Since the risk of losing investors’ funds and other risks are particularly high, our position is that such offering, in certain cases, should be subject to investment related legislative requirements and restrictions.”

The bank also stated that Lithuania’s laws governing securities, crowdfunding, collective investment schemes and the offering of financial services more broadly could impact the blockchain use case, although at present there remains no specific regulatory item covering token sales. As specified in the note, “when deciding on the application and scope of specific legislation of the Republic of Lithuania for specific ICO, the conditions of the relevant ICO should be analysed and assessed.”

Retail giant Overstock.com is set to launch a new regulated token exchange with its own token sale. The event will mark the opening of the exchange, which will be the first to only trade tokens marked as securities by the US’ Securities and Exchange Commission (SEC). Given that this project will run under Overstock’s capital markets arm, tØ, the new token also goes by the same name and can be bought by users in order to pay for future services. According to Overstock CEO Patrick Byrne, the token sale should raise between $200 million and $500 million, while the token itself will be classed as a ‘utility coin’, rather than a security which in turn would distinguish it from the other tokens on the exchange. Given that tØ is already SEC regulated, Byrne said

“We took something that was already legit and legal, and we just adapted it so it could handle blockchain.” The platform is reportedly expected to launch along with the new token “before Thanksgiving,”.

The SEC itself, moreover, appears to be staying on top of things with regards to adding legitimacy to the token sale space. The regulator last week charged an entrepreneur and two firms with scamming investors via two token offerings that were supposedly backed by tangible investments including diamonds and real estate. But according to the SEC, Maksim Zaslavskiy and his firms have been selling unregistered securities, and telling investors in Diamond Reserve Club and REcoin Group Foundation that they would gain considerable earnings from the firms’ operations, when in fact the company does not have any real operations, nor do the digital coins being sold actually exist.

Zaslavskiy marketed REcoin as “The First Ever Cryptocurrency Backed by Real Estate”, and that the company had a “team of lawyers, professionals, brokers, and accountants” that would be investing the token sale’s proceeds into real estate, but in reality, none had been employed or even consulted. Zaslavskiy also claimed between $2 million and $4 million had been raised from investors, although the true figure was closer to only $300,000. Diamond Reserve Club, meanwhile, claimed to invest in diamonds and receive discounts with product retailers for individuals who buy “memberships” in the firm. But the SEC alleges that Diamond and Zaslavskiy have not bought any diamonds nor engaged in any commercial operations. As such, The SEC obtained an emergency court order to freeze the assets of Zaslavskiy and his firms.

Cryptocurrency Market Review (October 9th-15th)

Another week passes in the world of cryptocurrency, and yet again records have been unequivocally shattered. On Thursday, Bitcoin positively sprinted through the $5000-mark, hitting an all-time high of $5850 by Sunday which represents a staggering 30% gain from the previous Sunday. Indeed, it was a week in which the market’s biggest players including Ethereum and Litecoin also experiencing pronounced rallies. But while the industry stalwarts have much to smile about, overall market capitalisation still remains below early September’s peak of $179 billion, which underlines that not all coins enjoyed such stellar returns over the last seven days. That being said, Bitcoin has now entered new territory. A market cap of $97 billion puts the world’s leading cryptocurrency ahead of companies including Nike and Goldman Sachs. At current levels, Bitcoin would rank in the world’s top 80 companies, if it was a company itself.

And the reason for this surge? The most likely explanation is anticipation from investors regarding the two forks Bitcoin is expected to undergo before the end of the year. As we explained last week, the SegWit2x upgrade will be triggered in mid-November which will cause a hard fork in the blockchain; and then an additional fork – the “Bitcoin Gold” fork – will shift bitcoin mining away from servers using application-specific integrated circuits (or “ASICs” – customised hardware that is in widespread use to mine Bitcoin), and towards graphics processing unit chips. Surging interest in cryptocurrency trading from Japan is also being reported to be underpinning Bitcoin’s bullish sentiment, while it seems evident that the market has almost completely shrugged of its fear relating to China’s exchange bans.

Meanwhile, another major hard fork is now due to get underway. Ethereum, the world’s second most valuable cryptocurrency project, will imminently experience the first hard fork of its Metropolis upgrade taking place. Known as “Byzantium”, the fork is expected to improve the flexibility and robustness of the platform’s key building blocks, known as smart contracts. It will also make the Ethereum blockchain lighter and faster, which should allow more high quality decentralised applications (dapps) to be able to run on the platform. But unlike Ethereum’s previous hard fork last year which infamously created the separate cryptocurrency Ethereum Classic, there will thankfully be no currency or blockchain split this time.

Reports also surfaced on Sunday that Russia will issue its own official cryptocurrency, the CryptoRuble. The announcement end months of discussion pertaining to the country’s view of this technology, although the CryptoRuble is unlikely to be truly decentralized in the same fashion as Bitcoin and Ether. According to the Minister of Communications Nikolay Nikiforov, the state issued cryptocurrency won’t be mined; instead it will be issued, controlled and maintained by the authorities. Nikiforov said, ““I confidently declare that we run CryptoRuble for one simple reason: if we do not, then after 2 months our neighbors in the EurAsEC will.”

CryptoRubles will reportedly be able to be exchanged for regular Rubles at any time, although should the holder be unable to explain where such coins came from, a 13% tax will be imposed. This tax will also be levied on any earned difference between the price of the purchase of the token and the price of the sale. The currency is also likely to be powered by blockchain, suggesting that some degree of decentralisation will be involved, which in turn would be useful for combating online fraud.

And Russia is now the only country to make progress with regards to a national cryptocurrency. The Director of The People’s Bank of China’s (PBOC) Digital Currency Research Institute, Yao Qian, also revealed the likely issuance of a state-owned digital currency, largely as a way to “fundamentally guarantee the market position of… [China’s] currency”, as reported by local media outlets. The Digital Currency Research Institute’s goal is to conduct R&D into distributed ledger technologies, and Qian is convinced of the potential benefits that China could reap through issuing a state-backed virtual currency.
According to the director, “we hope that the legal digital currency should have a new quality, will go beyond the existing electronic payment tool, whether it is private digital currency or electronic money”. He also believes the currency could have the effect of stabilising the value of its national currency, “The effective negative interest rate policy in the legal digital currency environment will make it possible that the central bank may no longer need to set inflation rate buffering, theoretically the central bank’s target inflation rate can be reduced…. From this point of view, the legal digital currency will help to improve the value of the legal currency stability.”

At the same time, Qian remained quick to dismiss the value of other cryptocurrencies such as Bitcoin, which leaves China’s overall view on the space bittersweet at best. He believes that a public cryptocurrency like Bitcoin lacks inherent value, which thus makes it too unreliable, “The value of a cryptocurrency like Bitcoin primarily comes from the speculation of the market. It will be a disaster if countries recognize Bitcoin as a real currency. The lack of a value anchoring inherently determines that Bitcoin can never be a real currency.”
In contrast, however, a more positive view of cryptocurrencies was posited last week by Christine Lagarde, managing director of the international monetary fund (IMF). Lagarde stated that central banks and financial services should be paying much closer attention to this space. “I think that we are about to see massive disruptions,” she warned, adding that cryptocurrencies may well end up playing an influential role in the IMF’s own internal reserve currency, the Special Drawing Right (SDR), “What we will be looking into is how this currency, the Special Drawing Right, can actually use the technology to be more efficient and less costly.” The IMF has been exploring the potential of the technology for some time, and in particular its use to boost cross-border payments and the possibility of a central bank-backed cryptocurrency. Lagarde herself has previously advocated for further cryptocurrency adoption, arguing that such currencies give the traditional fiat ones a “run for their money,”.

Crypto People: New Worldwide Movement or Closed Circle of Technically Savvy?

While Blockchain technology and concept of cryptocurrencies enter economical markets of more and more countries, people getting interested in the new electronic monetary phenomenon. While some countries have strong established and regulated policies that are effectively monitored and enforced, others just starting discussions about adoption of the Blockchain technology and cryptocurrencies governance. There are multiple questions about this phenomenon, that keep a lot of people wonder. For example, does Bitcoin only has an influence on digitally savvy young IT professionals or it has a chance to impact larger communities? If Blockchain technology and cryptocurrencies aim to become an alternative to general currencies, how office clerks, truck drivers, customer service representatives, maintenance and repair workers, nurses and people of other professions not associated with IT or business, get engaged in cryptocurrency world?

Whenever you click news or economics channel, interviewers and their guests speculate whether a leader among cryptocurrencies, Bitcoin, is a new economic development ready to influence major economies of world leading countries, or just a balloon ready to explode any minute enriching key figures behind it? Condensed news media coupled with speculations from economists and financiers who used to formal ways of monetary operation, create uncertainty, thus making people reluctant whether to engage with the crypto world. While professionals tend to divide on this subject, due to intensive media coverage surrounding it, it is foreseeable that industry will be around for a long time.

According to the Coin Dance, the majority of Bitcoin users are between 25 and 34 years old, and over 96% of users are males.

Also, in a recent research by Scott Schuh and Oz Shy (2016), it was found that those aware of Bitcoin are likely to be highly educated (college or post-graduate), have higher income and wealth, and typically white males. In addition, users of PayPal, Google Wallet, and Internet banks are also more likely to be aware of Bitcoins (Schuh, Shy, 2016).

These statistics show a reason for major criticizing of crypto industry, as it is extensively dominated by white males who are experienced with modern electronic types of banking.  Interesting to note that a topic of Blockchain technology and Bitcoin have been only for private eyes of those who are heavily into IT and crypto mining, however, intensive market activity strengthened by record high Bitcoin price, persuade people from various industries and social classes to explore a new investment class.

While doing normal daily activities like grocery shopping or working out in a gym I have started to notice more people discussing news, investment success stories, and further development of the industry. Typically, these people do not have to be successful businessmen experienced in IT, rather they are young entrepreneurs, students, and housewives who are excited about the new direction of the economy and future ahead. As an emerging trend that continues to grow Bitcoin accounts for approximately 14 million wallets, however, it is difficult to determine the exact number, as one user can own multiple wallets. However, the industry can’t expand if it targets such a small segment of a world population. What about those people interested to get on board? While Blockchain and Bitcoin remain a field for experienced IT guys, isn’t it a time to expand the horizons? Does Bitcoin have to remain only for inner circles, or it can target and attract a larger segment? While there is much speculation about the industry in the media, it is important to not forget about general population that is also eager to learn about the new economic phenomenon. Thus, for the continuous evolution of the industry it is vital to start offering educational programs, college courses, seminars, classes, webinars, and conferences aimed not only to stuff the wallets of organizers, but also to ensure that no matter the differences in gender, occupation, income level, and computer literacy, anyone can start exploring the crypto industry, thus, develop, influence, and shape the Crypto People Movement.

Yuliana Umanets, MBA, DBA Candidate

Token Sales – Market Development and Status

2017 is almost certain to go down in historical record as the year in which interest in token sales truly took off. A mere glance at the meteoric rise of funds raised cumulatively by token sales during this year alone shows just how popular this new, revolutionary fundraising mechanism has become. The last few months in particular have experienced a massive surge in investor interest:Perhaps it was the second quarter of the year that could be described as a “watershed moment” for token sales. According to popular cryptocurrency website CoinDesk, new blockchain-based projects raised a whopping $797 million during the April-June period via this method, compared to just $235 million that was raised by the more traditional channel of venture capital funding. As such, it has become clear that token sales are now becoming the preferred choice for blockchain companies to receive funding.

As a reminder, a token sale is an online fundraising event held across a few days or weeks by a new blockchain-powered company, through the issuance of its own unique cryptocurrency tokens. The funds generated from the purchase of such tokens by investors are then used to finance the start-up’s ongoing development.

The first token sale of note was conducted back in 2013 by a company called Mastercoin. The event raised over 5000 Bitcoins in funding. A succession of token sale events then followed in 2014, with the Ethereum platform being a particularly noteworthy offering from that year. Ethereum’s token sale between July and September set a new record at the time of $18.4 million raised, although this has since been broken on several occasions. But it was not until 2017 that growth in token sales truly gathered pace. Fundraising records have been frequently broken during the nine months so far, with Swiss blockchain company Tezos raising the most to date – a staggering $232 million in July.

There are several reasons for this recent surge in token sale activity. For a start, it is no coincidence that the acceleration has coincided with soaring interest in cryptocurrencies and blockchain. With Bitcoin’s price hitting the stratosphere, and the market capitalisation of the entire cryptocurrency market hitting $180 billion in early-September, substantial returns are being routinely generated for cryptocurrency investors.

As such, the very notion of creating tokens has become an ostensibly more profitable one. What’s more, evidence of the token sale events themselves ultimately being lucrative is now consistently mounting, which is undoubtedly inducing more blockchain start-ups to host their own token events. Such events offer early investors a chance to purchase tokens at a favourable price. Once the token price appreciates as a result of trading on the secondary market, incredible profits are often realised. For instance, Ethereum’s token price is currently trading at almost $300; that’s over 94000% more than the $0.31 that each token was sold for during the initial offering back in 2014. Other major blockchain projects including NEO, Stratis, IOTA and Lisk have all generated a similar magnitude of gains.
In addition, an ever-increasing number of influential organisations across the world – including governments, central banks, financial institutions and a diverse range of industries – now acknowledge the power of blockchain to transform the future and create entirely new business models built on decentralisation. One can reasonably argue that the technology is fast-approaching a critical mass, a point at which its adoption becomes commonplace. This rapidly-growing commitment to the technology, therefore, is encouraging the emergence of new blockchain start-ups; in turn, more token sale events are being facilitated – and more investor funds are thus entering the space.

Creating a token sale has, moreover, become significantly easier in 2017, which further explains the spectacular growth rates we are now witnessing. Ethereum has especially made running a new token sale much simpler. The creation of the ERC-20 token has provided a standard format for new blockchain companies to clone their own tokens to be able to run on the Ethereum platform. With websites now emerging that enable the creation of tokens for this purpose, running an ICO on Ethereum is now a considerably more straightforward process.

Many of the most important issues concerning token sales in recent months have been related to regulation. It was the findings of the US Securities and Exchange Commission in late-July that got the ball rolling. The SEC’s investigation into The DAO – a company which hosted a token event last year on the Ethereum platform – led to the conclusion that the tokens being offered were classed as “securities”, and therefore subject to US federal securities laws. This means issuers of blockchain-based securities in the US must register offers and sales of such securities unless a valid exemption applies, and that those participating in unregistered offerings may also be liable for violations of the securities laws.

Since then, a number of major jurisdictions have followed a similar path to the SEC, with Canada, Singapore and Hong Kong among the countries to now also class digital tokens under their respective definitions of a “security”. China has taken an alternative route by banning token sales in the country outright. At this stage, it remains unclear how long the ban will remain in place, but authorities have acknowledged that they are more concerned with the illegal activity that is reportedly emanating from such events (such as pyramid schemes and illegal methods of fundraising).

What seems likely to follow is a process of establishing regulatory clarity regarding the official status of various token offerings. While the SEC’s ruling has provided some much-needed insight into how authorities across the world are likely to view token sales, more comprehensive regulatory frameworks are now likely to be in the offing. In turn, this should provide a much clearer guide for both token issuers and investors about the “dos and don’ts” of participating in such an event. And once clear guidelines are in place, it is highly likely that we will see the “smart money” move into the space – that is, funds from institutional investors. At this point, one might reasonably expect the token sale market to really boom.

In terms of the actual nature of token offerings themselves, we are also now seeing more companies aiming to follow the regulations from the outset. Filecoin, for instance, designed an “SEC-compliant” token for its funding event in August, which ended up raising over $200 million, and thus placed it just behind the Tezos token sale on the all-time leader board. The event was only accessible to “accredited investors”, however, which prevented the general public was prevented from participating. But companies such as BlockMason are now aiming to resolve that constraint by designing a regulatory-compliant token sale that is also open to the public.

At present, therefore, we are seeing the maturation process of the token sale space taking hold. Unless a complete ban is in place, as is the case with China, it seems unlikely that we will see any significant slowdown in token sale events occurring. And as regulators establish rules to effectively weed out potential scams, token sales will only benefit by being given further legitimacy. With existing companies such as the messenger app Kik now opting to take the decentralised route and hosting their own token offerings, moreover, we may well end up seeing the token sale concept not being solely confined to new start-ups. As such, exciting times lie ahead.

Choosing The Right Cryptocurrency Exchange

New cryptocurrency exchanges seem to pop up like dandelions in a suburban front lawn. Every day, a new exchange touts it has the lowest prices, fastest trades, and best opportunities. How can you be sure that the exchange you’re on is the right one for your unique needs?

Vetting the Exchanges: What to Look For

Cryptocurrency exchanges offer a place to buy, sell, and trade cryptocurrencies. Bitcoin, the granddaddy coin in the crypto world, is almost always an option on exchanges, with Ethereum and LiteCoin close behind. Exchanges may offer one or dozens of coins to choose among. Most exchanges also enable you to link a bank account, savings account, or credit card to a digital wallet so that you can transfer fiat currency into the exchange and have it ready to snap up the coin of your choice when it reaches a desirable price. Premium exchanges will also be able to issue debit cards which will allow you to convert cryptocurrency to fiat at the point of sale, and withdraw at ATMs.

There are several hallmarks of a good cryptocurrency exchange. Ask the following questions:

  • In what jurisdiction does the exchange operate? Some countries offer greater protection through regulation for customers.
  • Who owns or manages the exchange? If you can’t identify who or what is behind the exchange, or even tell where they are located, be careful. It’s easier to walk away from a problem if no one can find you online.
  • How is their customer service? If you have a problem or question, is your request answered promptly or does it languish in a support queue for days or weeks? When it comes to your money, you want an exchange to be responsive to your needs and concerns.
  • Verification process: How extensive is their verification process? Little to no verification requirements should be a red flag.
  • Account limits: What are the limits on transactions, trade volume, withdrawals, and deposits? Are they set daily, weekly, or monthly?
  • Does it enable you to easily transact business? Some exchanges have holding or waiting periods to process buys or sell when purchasing cryptocurrency with a bank account or credit card. Depending on the exchange, it may be hours or days. Your cryptocurrency price is locked in the moment you click buy or sell, but the actual transaction may not be complete (and money in your wallet) for a while. Is the time period acceptable or do you need it faster?
  • What fees does the exchange charge? Exchanges charge a fee for their services. This is typically a percentage of the transaction price. Fees vary. What are you getting for the fee and is it reasonable? If you conduct frequent transactions, a lower fee is better since fees can quickly add up.
  • How long has the exchange been in business? This is a tricky question because, in the world of cryptocurrency, few businesses have been around a ‘long’ time. But do look for exchanges with a history of problem-free transactions.
  • Pay attention to reputation: Check out message boards, articles, and other information to help you assess the reputation of a potential exchange. Follow the news so you are aware of industry trends, rumors, and breaking news.
  • Can you trade the coin you want? Of course, in the end, you want to be able to easily buy and sell the coin of your choice. Bitcoin and Ethereum are so ubiquitous you can almost always find buyers and sellers. Lesser known or newer coins may be trickier to find on an exchange. It may take some time to find an exchange that’s right for your needs.

By Jeanne Grunert – Editorial Director @ iAM Marketing

 

 

 

 

 

 

 

 

 

 

 

IPO or ICO? How To Know Which Is Right For You

You have a business that needs cash or you wish to start one. You intend to raise money from public investors. Should you register shares of your company and do a traditional IPO (Initial Public Offering) or a new ICO (Initial Coin Offering)? No one had asked me that question before about 10 weeks ago and about 20 people have asked me since.
The simple answer is: it depends.

It depends on who you are, what your business does, how much money you intend to raise and how much you have to spend to put your offering together.

The threshold question is how you should structure your offering. Companies have been using traditional IPOs and other securities offerings for decades. ICOs have become faddish in the last year or so and more so in the last few months. If you do an ICO correctly you might just raise a lot of money very quickly.

The least expensive way to offer and sell tokens is to make certain that your tokens cannot be considered to be a security that would be regulated under the securities laws. If someone buys a token today for $100 and all they get is permission to shop on your website or use your technology later on, then what you are selling is probably more akin to a Costco membership than a security. But even some memberships have been deemed to be securities so the issue is far from clear.

The US Securities and Exchange Commission (SEC) issued a Report in July discussing the issue and there have been a plethora of articles on the subject, most of which have centered on a single court case, SEC v. Howey. There have been 80 years of additional cases interpreting Howey that many of the commentators have ignored. The SEC Report cites to more than thirty and that is only a partial list.

I know a lot of good lawyers who are wrestling with this question right now. If you are raising money from the public, you will need a good lawyer. Most of the token offerings I have personally reviewed would probably be securities. Many lawyers will advise clients to treat a token offering as if it were a security and make the proper disclosures, just to be safe.

You should also consider the fact that a good attorney writing a token offering (ICO) is likely to be expensive. This is really uncharted territory and any good attorney who undertakes the assignment will want to do it slowly and methodically to protect the client and himself. I have asked around if any attorney malpractice carrier has affirmatively agreed to cover a token offering and no one has told me that they have, so not every good securities lawyer will even take your money for an ICO.

IPOs are not cheap either so the next question is how much money do you want to raise? Under US law an IPO is a registered offering. The paperwork must follow specific guidelines and must be filed and reviewed by the SEC. There are also restrictions on the advertising that an IPO can do and when it can do it.

Historically, an IPO was always done through an underwriter, usually one of the Wall Street investment banks. Legal fees can be high and the underwriters can charge a lot as well. The larger investment banks tend to stay away from purely speculative investments. I have yet to see a major investment bank take on an ICO. All of the ICOs that I have seen have been self-underwritten.

With the JOBS Act a company can raise up to $50 million using a website instead of an underwriter. The JOBS Act provides for a simplified registration statement and at least one of the major crowdfunding websites, StartEngine, has announced that it intends to begin offering ICOs although no timetable has been announced.

The answer to how much money you want to raise should have some connection to what you want to do with the money. If you have serious business with a serious business plan and an idea of how much it will cost to follow your business plan then it is relatively easy to decide how much money you need to raise.

If your reason for doing an ICO is that it would be “cool” to have $100 million lying around I do not necessarily disagree with you. At the same time, if ICOs are going to succeed as a tool of corporate finance, then sooner or later that idea is going to get old from the investor’s point of view.

There is a middle ground called Regulation D or a private placement that allows companies to raise an unlimited amount of money from wealthier, sophisticated investors. The Reg. D market raises far more money than IPOs every year. The offerings are still securities but do not have to be registered with the SEC and are cheaper and can be prepared more quickly.
I looked at a token offering that was being made under Reg. D that had been prepared by one of the better law firms. I thought that they had basically nailed the disclosures that needed to be made with the exception of the fact that they neglected to mention that tokens kept in electronic wallets have been susceptible to frequent hacking and theft. That offering was about a month ago and if I was writing one today I would also include some disclosure about the recent volatility in the crypto-currency market.

Although the principals behind the company that made that particular offering were in the US and the offering written for investors in the US and about a dozen other countries, the company itself was incorporated in the Cayman Islands, a well known tax haven. Regulators are already skeptical of ICOs and doing one out of a tax haven is like painting a target on your back inviting regulatory scrutiny.

If you are trying to find investors for an ICO, a small IPO under the JOBS Act or a Reg. D private placement then you need to have a marketing budget because you are selling your offering by yourself. For an ICO it will certainly help if your company is involved with block chain or you have a long list of contacts that are. If you have to explain block chain to potential investors at the same time you are explaining crypto-currency it will necessarily make your fund raising task more difficult.

There is also some value in adopting the idea that if your token offering is going to be scrutinize or considered to be a security by regulators, then call what you are selling stock and be done with it. There are a number of ways to raise an adequate amount of money without diluting your own percentage of ownership.

Irwin Stein / 40-Year Experienced Corporate, Securities & RE Attorney