This conversation seems to come up quite often in meetings. An issuer files a Form D with the Securities and Exchange Commission (SEC) and soon as it is registered and posted on Edgar (the SEC’s document database) the issuer claims it has been “approved” by the SEC. That is not the way it works and is simply not true and issuers who do that are most likely running a scams or, just incompetent. A recent blatant example of this can be seen in a press release by VToken that claimed to have received a “US STO License” and linked to a Form D filing.
That was on of the things that prompted SEC’s Office of Investor Education and Advocacy to issue an Investor Alert to cautioning investors of misrepresentations about SEC “approvals” of offerings.
The quote is:
“Companies offering securities for sale, including through initial coin offerings (ICOs), are in some cases subject to filing requirements with the SEC. But you should know that a filing does not mean that the SEC has in any way validated or approved of the offering. Indeed, the SEC never “approves” an offering. The SEC has recently observed situations in which sponsors of ICOs have allegedly touted SEC forms and filings as indications that the investment has been “approved” by the SEC. That is not true. Although a company may make a filing on the SEC’s EDGAR database, that filing does not confer any special status.
While the SEC staff reviews certain forms and filings for compliance with disclosure obligations, the SEC does not evaluate the merits of any offering nor does it determine if any securities offered are “good” investments. Early-stage investing is marked by high risk. You should know the risks of your investment, including that you could lose all of your investment.”
By current securities laws, a firm may not offer or sell securities unless the transaction has been registered with the SEC or an exemption from registration applies. Whether registering or relying on an exemption for an offering, companies may be required to make filings on the SEC’s EDGAR database.
“Rule 506 of Regulation D is a frequently used exemption from registration. When relying on the exemption, a company will file a Form D notice filing on EDGAR. A Form D filing merely represents a notice to the SEC and the public of the offering with certain details about the company and the offering. The SEC staff does not take any action on Form D filings. A Form D does not represent registration of the offering with, or approval by, the SEC.
“[Reg A+] is another exemption from registration. Under the exemption, a company must file an offering statement on Form 1-A on EDGAR. The SEC staff may review Forms 1-A for compliance with disclosure obligations. Only when the staff has qualified the offering statement may the company accept payment for the securities offered. However, the filing itself does not mean the offering has been qualified by, or registered with, the SEC. Qualification does NOT mean the SEC has approved the offering.”
Regulation CF (crowdfunding).
“Early-stage ventures may use [Reg CF] to offer and sell securities through an online platform that is a funding portal or broker-dealer. Under the exemption, a company must file an offering statement on Form C on EDGAR. The SEC staff does not take any action on Form C filings, and a Form C does not represent approval by the SEC.