This document discusses ICOs (Initial Coin Offerings) and the legal issues surrounding them. It notes that while ICOs raised billions in 2017, many did not comply with securities laws. The SEC and other regulators have since cracked down, issuing subpoenas and charges. The document provides rules for startups to follow to conduct a compliant ICO, including determining if blockchain is really needed, following securities laws if conducting the ICO in America, understanding the many applicable rules, being truthful to protect investors, and expecting the process to be lengthy and expensive but worthwhile to do legally. It promotes following the advice of attorney Kendall Almerico on these matters.

1. Kendall AlmericoKendall Almerico
““One of the top Crowdfunding & JOBS Act attorneys in the countryOne of the top Crowdfunding & JOBS Act attorneys in the country””
CROWDFUNDING AN ICO
WITHOUT GETTING IN TROUBLE

2. “Top Crowdfunding Expert Every Startup Needs To Know”
“One of the Top Crowdfunding Attorneys in the Country” “Number One Crowdfunding Influencer In The World”
One of the Most Influential Leaders in Crowdfunding

3. Quoted and interviewed in USA Today,
Washington Post, Forbes, Bloomberg, CNN,
Huffington Post, Fox Business News, New York
Daily News, and more.
Attorney with 30 years experience starting and
growing businesses, raising capital and
getting products to the market
Wrote about Crowdfunding for Entrepreneur.com
Kendall Almerico

4. 2017 Initial Coin Offerings: Minting Money Like
Magic!
2017: $5 billion in new capital from just over 700 ICOs!
Raise capital online through a form of crowdfunding
without giving away any equity in your company by selling
a cryptocurrency or token!
Sell to anyone – not just accredited investors and accept Bitcoin
as payment!
No rules or regulations. Just set up a website and get rich!

5. Oops! We “Forgot” To Follow Securities Laws
"I believe every ICO
I've seen is a security"
SEC Chairman Jay Clayton
SEC has issued numerous
subpoenas
State regulators have filed
charges
Class action lawsuits have
been filed
SEC has hundreds of ICOs
on their radar

6. 2018: It Hasn’t
Stopped!
“Crypto Market Sees ICOs Raise Over
$1.5 Billion in June 2018”
Last week:
“Record-Breaking ICO Rakes in
$30 Million in Two Hours”

7. A Closer Look At The “Record Breaker”
“One of the worlds largest cryptocurrency mining pools”
“There are concerns that VIAT could be an unregistered security per China’s securities
laws”
“ViaBTC has a substantial connection to Bitmain. Bitmain has already been outed
for questionable financial stability and, possibly, illegal activity—it announced that it
was backed by several banks when it wasn’t and, according to internal documents, lied
about its finances to investors“

8. Equity Crowdfunding
To The Rescue!
An ICO may use the JOBS Act - Regulation A+,
Regulation D and Regulation CF
to raise capital online by selling equity
Must treat the token sold as a security and
follow federal and state law
Because of the prior unregulated sales and possible
fraud – doing an ICO is still very risky without
proper legal and regulatory guidance

9. 5 Rules For
ICO Crowdfunding
Success

10. Rule #1
Do You Really Need
Blockchain?

11. Blockchain is great,
but it’s not needed in every business
Do You Really
Need
Blockchain?
If you want the backing of the crypto
community, you better have a legitimate use of
blockchain

12. Rule #2
If America Is
Involved, Follow
Securities Laws

13. BUT…
…I’m using a SAFT
…I’m following Howey
…I’m not selling equity
…Ether is not a security
…I have a utility token
If America Is
Involved, Follow
Securities Laws

14. Rule #3
There Are A LOT Of
Rules To Follow

15. SEC
IRS
CFTC
FINCEN
TREASURY DEPARTMENT
STATE REGULATORS
There Are A LOT Of
Rules To Follow

16. Rule #4
Protect Investors
( i.e. Tell The Truth)

17. Protect Investors
( i.e. Tell The Truth)
For example…
Don’t pretend
a Supreme Court Justice
is on your
legal team.

18. Rule #5
It’s Not Going To Be
Quick, Or Cheap

19. Plan to spend several months and a
lot of money to get the SEC to allow
you to raise capital in a legal and
compliant manner.
But…
It’s worth it.
It’s Not Going To Be
Quick, Or Cheap

20. Kendall’s
Final
Words
Until he starts
talking again…

21. Kendall@BankRoll.Venture
s
@KendallAlmerico
www.Almerico.com
www.BankRoll.Ventures
Kendall Almerico
www.DiMuro.com