2. The Information in this presentation is not intended to be and does not
constitute financial advice or any other advice, is general in nature and not
specific to you. Before using this information to make an investment
decision, you should seek the advice of a qualified and registered securities
professional and undertake your own due diligence. None of the information
in this presentation is intended as investment advice, as an offer or
solicitation of an offer to buy or sell, or as a recommendation, endorsement,
or sponsorship of any security, Company, or fund. The presenter is not
responsible for any investment decision made by you. You are responsible
for your own investment research and investment decisions.
DISCLAIMER
3. Taxonomy: Security
• banknotes, bonds and debentures
Debt Instruments
• common stocks
Equity
• forwards, futures, options, and swaps
Derivatives
4. Blockchains & Tokens
• Do no recognize borders or jurisdictions
• Tokens are non-native assets
Open Source Networks
• Standard Ethereum Token (ERC-20)
• Non-Fungible Tokens (ERC-721)
Standardized Protocols
• Functions not (yet) available on blockchain
Side-Chains
5. What problem do Security Tokens address?
Compliance
Cost
Capital
Formation
10. Swiss Financial Market Supervisory Authority
Payment
• bitcoin
• Litecoin
• Monero
Utility
• ether
• EOS
Assets
• shares in
companies
• Provide dividends
11. State Laws – Example Wyoming
•files a notice of intent with the
secretary of state
•no sold as financial investment
•purpose if token is consumptive purpose
•available at the time of sale
•can be used at or near the time of sale
for use for a consumptive purpose
“Utility Token Bill”
Token Exempt from Securities law
14. Rule of Thumb
Loan
•Convertible
Notes
•Are you getting
it back?
Donation
•Foundations
•Governance
•Purpose
Pre-Sale
•“Crowdfunding”
•“Utility Token”
Equity
•Selling a stake in
common
enterprise
•Profit motive
15. U.S. Security Regulation
Regulation A+
• Unrestricted to non-accredited investors
• High cost, immediate liquidity, no lockup
Regulation D
• Restricted to accredited investors
• Low cost, 6-to-12 month lockup
Regulation S
• Restricted to non-U.S. investors (with safeguards)
• Low cost, 40-day+ lockup (int’l), 6-12 month (U.S. flowback)
Regulation CF
• Restricted to only ~$1MM in total raise
• Low cost, 1-year lockup
16. Regulation A+
Restrictions
•Required financial disclosures
•Up to $20MM (tier 1) or $50MM
(tier 2)
Costs
•SEC form filings - $45k to $55k
•Audit - $2k+
•Transfer agents – 0.5% to 1% of
funds
Audience
/Market
•Non-accredited investors
•Full solicitation on OTC and public
exchanges
17. Regulation D
Restrictions
•Only Accredited Investors w/
KYC/AML/AI verification
•U.S. solicitation only
•6-12 month trading lockup
Costs
•SEC Form D filings – $12k - $30k
•Compliance – $10k-$50k
Audience
/Market
•Accredited investors
•After lockups, ATS trading available
•Private placement, none publicly
traded
18. Regulation S
Restrictions
• Restricted to non-U.S. investors
• Non-U.S solicitation only
• 40 day trading lockup for non-U.S.
traders
• 1 year trading lockup for U.S.
Costs
• SEC Form filings – $10k - $30k
• Compliance – $5k-30k
Audience
/Market
• Strictly non-U.S. investors
• ATS trading available within 40 days
internationally, 6-12 months in the
U.S.
19. Regulation CF
Restrictions
•Non-accredited investors can only invest up
to 5% (or up to $2.2K) of their yearly income
•Up to $1.07MM raised per year
•Maximum of 1 year lockup
Costs
•State registration filings - $1k+
•Annual SEC filings – $2k-$5k per year
•Portal/Marketing – up to 10% of funds
raised
Audience
/Market
•Heavy investment restrictions for non-
accredited investors.
•Generally traded on ATS or OTC exchanges
after lockup
A security is a tradable financial asset.
legal definition varies by jurisdiction
In some jurisdictions the term specifically excludes financial instruments:
-They can be cash (currency), evidence of an ownership interest in an entity (share), or a contractual right to receive or deliver cash (bond).
debenture is a medium to long-term debt instrument used by large companies to borrow money, at a fixed rate of interest.
Tokens can remove friction
Remove fricition
Remove fricition
Utility ICOs: These tokens do not qualify as securities only if their sole purpose is to confer digital access rights to an application or service and if the utility token can already be used in this way at the point of issue. If a utility token functions solely or partially as an investment in economic terms, FINMA will treat such tokens as securities (i.e. in the same way as asset tokens).
Asset tokens represent assets such as participations in real physical underlyings, companies, or earnings streams, or an entitlement to dividends or interest payments. In terms of their economic function, the tokens are analogous to equities, bonds or derivatives.
Wyoming's state legislature passed legislation defining utility tokens as a new asset class and exempting them from securities regulations
Utility Token Bill" was signed into law. The Bill exempts "Utility Tokens" from the state’s securities laws provided the issued token and its issuer meet the following requirements:
(i) The developer or seller of the token, or the registered agent of the developer or seller, files a notice of intent with the secretary of state[;]
(ii) The purpose of the token is for a consumptive purpose, which shall only be exchangeable for, or provided for the receipt of, goods, services or content, including rights of access to goods, services or content; and
(iii) The developer or seller of the token did not sell the token to the initial buyer as a financial investment.
Under the statute, the part (iii) requirement is only met if:
(A) The developer or seller did not market the token as a financial investment; and
(B) At least one (1) of the following is true:
(I) The developer or seller of the token reasonably believed that it sold the token to the initial buyer for a consumptive purpose;
(II) The token has a consumptive purpose that is available at the time of sale and can be used at or near the time of sale for use for a consumptive purpose;
III) If the token does not have a consumptive purpose available at the time of sale, the initial buyer of the token is prevented from reselling the token until the token is available for use for a consumptive purpose; or
(IV) The developer or seller takes other reasonable precautions to prevent buyers from purchasing the token as a financial investment.
Wikipedia: A security token is a physical device used to gain access to an electronically restricted resource. The token is used in addition to or in place of a password.
The test is whether the scheme involves an investment of money in a common enterprise with profits to come solely from the efforts of others. If that test be satisfied, it is immaterial whether the enterprise is speculative or non-speculative or whether there is a sale of property with or without intrinsic value.
More than 200 centralized exchanges already
More than 200 centralized exchanges already
More than 200 centralized exchanges already
More than 200 centralized exchanges already
More than 200 centralized exchanges already
Exchange Act Registration
Even if your company does not have an effective registration statement for a public offering, it could still be required to file a registration statement and become a reporting company under Section 12 of the Exchange Act if:
it has more than $10 million in total assets and a class of equity securities, like common stock, that is held of record by either (1) 2,000 or more persons or (2) 500 or more persons who are not accredited investors or
it lists the securities on a U.S. exchange