Today in brighter crypto news: SEC says tokens are securities

NelsonG · November 19, 2018

Crypto news got a little boost last week after a dark month of crashes, stablecoins, and birthdays. The SEC ruled that two ICO issuers, CarrierEQ Inc. and Paragon Coin Inc., were in fact selling securities instead of so-called utility tokens.

“Both companies have agreed to return funds to harmed investors, register the tokens as securities, file periodic reports with the Commission, and pay penalties,” wrote Pamela Sawhney of the SEC. “These are the Commission’s first cases imposing civil penalties solely for ICO securities offering registration violations.”

From the release:

Airfox, a Boston-based startup, raised approximately $15 million worth of digital assets to finance its development of a token-denominated “ecosystem” starting with a mobile application that would allow users in emerging markets to earn tokens and exchange them for data by interacting with advertisements. Paragon, an online entity, raised approximately $12 million worth of digital assets to develop and implement its business plan to add blockchain technology to the cannabis industry and work toward legalization of cannabis. Neither Airfox nor Paragon registered their ICOs pursuant to the federal securities laws, nor did they qualify for an exemption to the registration requirements.

This behavior – a sort of “damn the torpedoes” for the Fintech set – was all the rage at the beginning of the year as no clear guidance was available for filing security tokens – essentially pieces of company equity – versus utility tokens which were, in theory, used within the company ecosystem. In fact ICOed companies contorted themselves into all sorts of knots to appear to fit their “utility token” within the torturous confines of securities law.

“We have made it clear that companies that issue securities through ICOs are required to comply with existing statutes and rules governing the registration of securities,” said Stephanie Avakian, Co-Director of the SEC’s Enforcement Division. “These cases tell those who are considering taking similar actions that we continue to be on the lookout for violations of the federal securities laws with respect to digital assets.”

The SEC fined both companies $250,000 each. Future ICOs, at least in the U.S., would do well to keep this in mind.