The distinction is important because today, unlike the initial coin offerings (ICOs) of the past, many development teams that are interested in launching a token in the U.S. raise funds in SEC-compliant securities offerings using Regulation D (Reg D) offerings, an exemption from SEC registration typically associated with a public offering. In these private offerings, rather than sell to the public, issuers sell to “accredited investors” who acquire future token interests through purchase agreements (e.g. SAFEs or SAFTs) that call for token delivery upon certain conditions being met, such as network or protocol launch.
A House Bill Would Make It Harder for the SEC to Argue Crypto Tokens Are Securities
