Regulation D 506(c) for Security Token Offerings: The Complete Framework
Comprehensive guide to Reg D 506(c) — the primary SEC exemption for publicly marketed security token offerings to accredited investors, including verification requirements, Form D filing, general solicitation rules, and integration doctrine.
Regulation S for Offshore Token Offerings: Extraterritorial Exemption Framework
Complete analysis of Regulation S safe harbors for security token offerings conducted outside the United States — offering restrictions, directed selling efforts, flowback prevention, distribution compliance periods, and integration with domestic Reg D offerings.
Regulation A+ for Security Token Offerings: Mini-IPO Framework
Complete guide to Regulation A+ Tier 2 for tokenized securities — the $75 million offering cap, SEC qualification process, retail investor access, ongoing reporting, and comparison with Reg D for token issuers seeking broad market access.
Accredited Investor Verification Methods for Token Platforms
Practical guide to the four SEC-approved verification methods for accredited investors in 506(c) token offerings — income verification, net worth verification, third-party confirmation, and existing investor certification.
Bad Actor Disqualification Rules for Token Offerings
Analysis of Rule 506(d) bad actor disqualification provisions applied to security token offerings — covered persons, disqualifying events, lookback periods, and the reasonable care exception for token issuers.
Form D Filing Requirements for Security Token Offerings
Step-by-step guide to Form D EDGAR filing for Reg D security token offerings — filing deadlines, amendment requirements, state notice filings, and consequences of late or incorrect filings.
General Solicitation Rules for Security Token Marketing
Comprehensive guide to general solicitation and advertising rules under Reg D 506(c) — permitted marketing channels, content restrictions, social media compliance, and the boundary between token promotion and securities solicitation.
Integration Doctrine for Multiple Token Offerings
How the SEC's integration doctrine applies when token issuers conduct simultaneous offerings under multiple exemptions — Rule 152 safe harbors, concurrent Reg D and Reg S offerings, and strategies for maintaining exemption compliance.
Preparing an Offering Circular for Security Tokens
Guide to preparing the Form 1-A offering circular for Reg A+ security token offerings — narrative disclosure, risk factors, token economics description, financial statements, and SEC review process navigation.
Regulation A+ Tier 1 vs. Tier 2 for Token Offerings
Head-to-head comparison of Reg A+ Tier 1 and Tier 2 for security token issuers — offering caps, blue sky preemption, financial statement requirements, ongoing reporting, and investor qualification differences.
Regulation D 506(b) for Token Offerings: Non-Solicitation Framework
Analysis of Reg D 506(b) for security token offerings without general solicitation — the 35 non-accredited investor allowance, preexisting relationship requirements, information delivery obligations, and comparison with 506(c) for token issuers.
Rule 144A for Institutional Security Token Resales
Complete analysis of Rule 144A's application to security token resales among Qualified Institutional Buyers — the QIB definition, resale mechanics for restricted tokens, PORTAL market legacy, and implications for institutional security token liquidity.
Security Token Offering Timeline and Compliance Checklist
Month-by-month implementation timeline for SEC-compliant security token offerings under Reg D 506(c) and Reg A+ — from entity formation through offering close, with compliance checkpoints at each stage.
State Blue Sky Laws and Security Token Offerings
Analysis of state securities laws applied to tokenized security offerings — federal preemption under Reg D and Reg A+ Tier 2, state notice filing requirements, and blue sky compliance for non-preempted offerings.
The SAFT Agreement: Pre-Functional Token Offering Framework
Analysis of the Simple Agreement for Future Tokens (SAFT) as a Reg D-compliant instrument for pre-functional token offerings — legal structure, SEC treatment, the Kik and Telegram precedents, and current viability.