The SEC ruling on ICO's this summer stated that anyone that sells securities (the majority of ICOs seem to fit the criteria) in the U.S., has to follow federal security laws. This would mean registration with the SEC, as well as following any other laws that securities are subject to.
I don’t like to play lawyer since I am not one. However, funding is a vital component of DNotes Global, Inc. but something I seldom discuss. You guess it – not until the time is right. But there is an obvious reason why DNotes Global, Inc. was incorporated in the State of Delaware earlier last year. (April 1, 2016) It is a strategic positioning to provide established records, including audited statements if necessary. At this point, I have provided 100% of the funding and legally control 100% of the ownership until such time when our legal team are certain of the best structure to transfer the 25% ownership to DNotes stakeholders – mostly likely to a foundation.
So here is my take on ICOs. I fear that the clear majority of ICOs are not just “tokens” but securities when come under close examination. There are extreme risks and potential liabilities if not carefully navigated under the most able legal guidance. Consequently, I have turned down every request to serve as adviser.
Doing things right is always more difficult, takes longer, and cost more but better over the long-term. That is always the DNotes preference. In our case the price has been high, and at times frustrating. But surviving the test of time will pay off when the dust settled. I trust that, one day, more people will respect and appreciate the path we have chosen.
Among others, there are three funding options on our radar:
1.
ICOJoin the party. Using our new DNote 2.0, create a “token” to raise funds for a given project or all the projects. For reasons discussed and more – we are not likely to go down this route. In the United States, as in most countries, it is illegal to sell securities that are not registered or exempt.
2.
Use Regulation A+ Mini-IPO of Title IV Tier II of the JOBS ActI believe that this is the most viable funding option for DNotes Global, Inc. Reg A+, Title IV, Tier II allows a private growth-stage company like DNotes Global, Inc. to raise up to $50 million from American and foreign investors.
Like an IPO DNotes Global can offer shares to the public; domestic and foreign, and not just accredited investors. However, we will have to submit a filing with audited statements with the SEC and be granted approval before launching a mini-IPO. The complexities, cost, time, and reporting requirements will be significantly less burdensome than a traditional IPO. With the resources, I believe that from the time we make a commitment it can be done in six months.
3.
A concurrent Reg. D & Reg S Initial Coin OfferingReg D is a United States Federal program created under the Securities Act of 1933, and adopted in 1982. It involves a private placement memorandum designed to provide an exemption for companies to sell securities under certain rules to accredited investors without registration of the securities.
Regulation D consists of 9 Rules with 3 “Basic” exemption Rules. Reg D Rule 506(c) exempts offerings that are sold to investors who have been verified as accredited investors. Reg S exempts offerings made to non-US residents. They both allow for general solicitation and advertising essential to ICOs marketed globally. With professional guidance done correctly, Reg S ICO launched side-by-side with Reg D is a viable option, especially for our clients in the future.
I don’t mean to bore you, but this is relevant to our road-map and the book. NextGenVC is one of our strategic building blocks to involve the corporate world. We are committed to assisting entrepreneurs to improve their chances of business success. Coupled with adequate funding it is also important to take full advantage of our emerging technologies - digital currency, blockchain technologies, and decentralized global payment systems. It is all part of the ecosystems we are building to gain mass acceptance. I know that it is not always easy to see the big picture and connect all the dots.
Meanwhile, we are looking forward to our participation at the World Funding Summit in LA this Friday and Saturday. We will be checking in when we have a chance and deeply appreciate your support of this forum in our absence.