STO Guide
STO Guide
to Security Token
Offerings
CONTENTS
What is an STO?
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Regulation D
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Regulation A+
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Regulation CF
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Token Issuers
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Agencies
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Exchanges
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
User Dashboard
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
KYC Verification
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Contribution Flow
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Admin Platform
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Dashboard
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
User Management
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Transactions
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Invoices
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Features
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
FAQ
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Milestones
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About Us
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Settings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
1
What is an STO?
A security token offering, or STO, is understood as Securities include financial instruments such as:
the process of issuing coins or tokens for a
stakeholder to invest for future profit. These assets bonds
payments.
shares
thought that security token offerings will bind revenue participation notes
traditional financial and cryptocurrency markets,
resulting in breakthrough progress for investment Because they are tokenized and presented with a
opportunities in general.
2
STO vs. ICO aren’t backed up by security measures. Often,
same as the ICO process. The major difference, Generally, there are two ways to design a token
however, can be found in token characteristics and within a fundraising campaign: either as a utility
features.
by real-world assets and designed in compliance It should be stressed that utility tokens are no
An Initial Coin offering, on the other hand, presents regulations. Thus, even if a token is presented as a
coins or tokens as a utility. These coins can be used utility, it is still recognized as a security by the SEC.
internal purposes. The purpose of these types of This means that while issuing tokens with an
coins is to grant users functionality and access offering, the issuing party should offer them only
Utility coins are not positioned as investments. The agreement highlighting all of their rights and risk
ICO process does not necessarily have to comply factors. The issuer must provide documentation
with legal obligations. On the one hand, it is easier (e.g., a white paper) outlining disclosures, legal
to launch this type of process; on the other, users compliance, and revenue-projection details.
STO
regulatory compliance
ICO
3
Security Token Offerings: Trend Analysis Industries like investment and trading, technology,
and Projections FinTech, and real estate are currently the most
prominent in the context of STO launches:
STOs have recently gained far greater popularity
than ICOs due to regulatory compliance and
security. This has mainly been addressed by the
SEC in the U.S. and by the South Korean FSC.
25
10
5
Number of STOs in 2008
0
Investments and Tradings
Technology
Financial Services
Fintech
Real Estate
Business Services
Entertainment and Sports
Healthcare
25
20
15
10
0
Feb 18
Jan 18
Mar 18
Apr 18
May 18
Jun 18
Jul 18
Aug 18
Sep 18
Oct 18
Nov 18
Dec 18
Source: www.invara.com
Source: www.invara.com
4
According to research, the number of Simple Some of the most prominent STOs are:
Agreements of Future Tokens (SAFT) has risen, as
well. The latest research states that the SEC is Scientific Coin
BitBond
edeXa
Ikioo Tech
Aspen Coin
25
Blue-Ocean Ventures
HealthBank
10 Having analyzed ICO performance data, it has
become obvious that this type of crowdfunding is
5
dying off. Thus, the number of ICO capitalizations is
gradually decreasing:
0
Feb 18
Jan 18
Mar 18
Apr 18
May 18
Jun 18
Jul 18
Aug 18
$ 2500M
$ 2000M
Security token offerings are gaining success at a 1500M
rate of 99%. As of today, the number of active or
$
$ 500M
0
The number of active and upcoming STOs
ct 17
ov 17
Dec 17
Feb 18
Jan 18
Mar 18
Apr 18
May 18
Jun 18
Jul 18
Aug 18
Sep 18
Oct 18
Nov 18
O
70
60 Source: www.tokendata.io
50
40
30
20
10
0
Active Upcoming Concluded
Source: www.invara.com
5
The ICObench report states that although the
number of ICOs increased in 2018 in comparison to
2017, projects didn’t manage to raise funds as
successfully. There was only a 15% increase in the
number of capitalizations, while the quantity of
crowdsales increased 3.5 times:
2017 2018
#ICOs ended 718 2517
#ICOs started 970 2816
Avg # ongoing
91 481
ICOs daily
#ICOs listed 1349 3804
#ICOs raised
413 1012
funds
Funds raised $10,062,399,721 $11,596,382,015
Average funds
$14,132,583
raised
Variation 2017-18 $1,533,982,293
Variation % 15%
6
Regulatory Basis and
Jurisdiction
As governmental authorities have started Security Token Regulations within
attracting funds.
Considering the fact that blockchain technology is Key terms within the regulative basis of security
here to stay and will inevitably develop, we are tokens include:
7
2.
period 1.
3. Trading Volume Formula. For an affiliate, the In order to launch an STO campaign, the project
number of equity securities to sell during any must be compliant with SEC regulations in order to
three-month period cannot exceed 1% of the obtain a license. Projects hoping to raise funds and
outstanding shares of the same class being receive investments from U.S. members can apply
sold; or, if the class is listed on a stock their requests in accordance with the following
exchange, the 1% or the average reported regulations: Reg D, Reg A+, and Reg CF.
weekly trading volume during the four weeks
preceding the filing of a notice of sale on Form Regulation D
144. Over-the-counter stocks, including those
quoted on the OTC Bulletin Board and the This regulation combines four rules: Rule 506 (b),
Pink Sheets, can only be sold using the 1% Rule 506 (c), Rule 503, and Rule 504.
measurement.
Reg D
Rule 506(b) Rule 506(c) Rule 504
Annual offer limit None None $5M
G eneral solicitation No Y es Permitted in certain situations
Investor requirements Unlimited accredited Unlimited accredited None
investors. Up to 35 investors
sophisticated, but
non-accredited investors
SEC filing requirements Form D Form D Form D
Restriction on resale Restricted Restricted Restricted
Preemption of state Y es Y es No
registration
1 http://bit.ly/SEC_statement
8
Rule 503 doesn’t specify any restrictions with possible to raise $5 million with the securities
regard to investor status. As for rule 504, it is only registered with appropriate regulators.
Pros Cons
506(b) 504
Up to 35 Unaccredited Investors —
They can participate in the offering, but the No State Preemption — Blue sky laws apply,
company’s disclosure obligations become and the company must register its STO, or the
much greater. STO must be exempt from registration under
those laws.
Regulation A+ functions similarly to the traditional Compared to Reg D, Reg A+ securities aren’t
IPO (initial public offering) process. It is beneficial restricted in terms of resale. This is beneficial
for young startups or projects in the initial steps of because it provides greater liquidity on the market.
9
Reg A
Tier 1 Tier 2
Annual offer limit $20M $50M
General solicitation No Yes
Investor requirements Permitted before qualification Permitted before qualification
SEC filing requirements Form 1-A + two years of financial Form 1-A + two years of financial
statements statements (annual, semiannual,
current)
Restriction on resale No No
Preemption of state registration Yes Yes
Pros Cons
business.
10
Regulation CF for it with a 1-year lock-up period within secondary
markets.
Reg CF
11
Security Token Regulations within the The Maltese government has created a foundation
formed by legal entities with regard to the
European Union
above-mentioned bills. This solution was designed
Security token offering regulations in the European to discover STO technology and its potential. In
Union cover all EU countries. The EU Prospectus comparison with countries like the U.S.,
Directive is developed for projects that are going Switzerland, and Gibraltar, Malta not only requires
to distribute tokens. It requires registration. and compliance with KYC/AML verification procedures,
was designed under the Financial Services Action but their STO verification role is not limited to the
Plan to cover the EU in its entirety with one projects’ official documentation (White Paper,
regulation governing security token offerings.
This directive was created to ensure investor The main competitive advantage of Maltese
protection on owned security tokens issued by a jurisdiction over others is that because it is an EU
blockchain startup. It provides a more secure, member, once a project is registered in Malta, it is
transparent, comfortable solution for startups to automatically compliant with other EU members.
attract investments while receiving confirmation
from a single financial regulator.
12
2
Investment
Professional Investor
Alternative Investor
UCITS SICAVs
Requirements Funds (PIFs) Funds (AIFs)
Administrator Flexible – May be Required – May be Optional – Manager Required by
required? delegated to an delegated to a third responsible for extension of
MFSA approved party administrator. administration, applicable fund
third-party in Malta. except if appointing license structure.
an MFSA approved
third-party.
2 https://icomalta.com/security-token-regulation/
13
STO Regulations in Switzerland
In Switzerland, security token offerings are When a blockchain project launches an STO in
attracting an increasing amount of attention from Estonia, it must be compliant with a number of
crypto investors and blockchain startups. applicable laws.
and can go public if they are not issued to separate the securities offer is provided to 150 investors
crypto investors. or less, except for qualified investors
FINMA Released Guidelines in 2018 Which securities offers must have a total remuneration
Categorizes Tokens into 3 Groups
of 2.5 million euros or less for all contracting
It is specifying tokens in three main groups: states in the amount calculated for one year.
payment tokens (means of payment), utility
tokens (grant access to the application or If a project doesn’t meet the above-mentioned
service) and asset/security tokens (represent conditions, its offer is defined as a public offer, and
actual assets like dividends, profits, or interest).
14
The Most Friendly STO Jurisdictions As a benefit for ICO/STO companies that meet
certain qualifications, the Israeli government is
Generally, selection of the most friendly STO providing flexible taxation. Furthermore, these
jurisdiction depends upon the country’s certainty benefits will increase if companies are less
that STO legal aspects will be respected. According developed economically. These areas include
to current market information, most countries regions in the north and south of Israel as well as
around the world provide either restrictions or Jerusalem. In these cases, tax rates could be
strict laws that work to prevent fraudulent projects. decreased up to 6% (in comparison to 12% and
Nevertheless, there are a few jurisdictions that 23%).
startups.
multi-institutional interpretations for the companies The Monetary Authority of Singapore (MAS) has
hoping to launch STOs in the areas of taxation, developed a regulatory sandbox designed
compliance with European Union financial primarily for companies that work with innovative
regulations, and accounting.
technologies.
Lithuanian governmental authorities like the The Guide to Digital Token Offerings, designed by
Ministry of Economy and the Ministry of Finance the MAS, equates digital tokens with shares or
have approved and are supporting the DESICO bonds so their regulations can be compliant with
project, which is developing a platform that will the Securities and Futures Act. In this case, a
provide a full package of STO-related services to company planning to launch an STO passes a
blockchain startups. The DESICO platform will be traditional registration process with the Monetary
operating under Lithuanian regulations in France, Authority of Singapore through registration of a
as well, and will provide the ability not only to issue prospectus.
location for blockchain companies that are There are fewer than 50 persons in private
developing cryptocurrency exchanges and placement within 12 months.
launching token generation events. Its government
is providing a huge amount of support for
innovative technology and hopes to become a
“crypto hub”.
15
Security Token Standards
Security tokens can be deployed under different Token disposal, fee payment, and commissions can
token standards within the campaign launch. As be conducted in ETH, BTC, or fiat. In this case,
long as a token is backed up by real-world value, it investors can purchase tokens according to the
is considered to be a security.
ERC standard and transfer crypto or fiat payments
Ethereum-based tokens following ERC standards into the STO’s wallet.
16
ST-20 Token Standard
Whitelisting support
the ST-20 protocol that allows the addition of A SecurityToken can be attached to one (and
different modules to control its behavior. only one) STO module that will dictate the logic
Different modules can be attached to a of how those tokens will be sold/distributed. An
SecurityToken:
In an offering setting (investors buying tokens issuer to define checkpoints at which token
from the issuer) the investor's address should balances and the total supply of a token can be
be present on an internal whitelist managed consistently queried. This functionality is useful
by the issuer within the for dividend payment mechanisms and on-chain
GeneralTransferManager.
governance, both of which need to be able to
b. In a peer to peer transfer, restrictions apply determine token balances consistently as of a
based on real-life lockups that are enforced specified point in time.
3 https://github.com/PolymathNetwork/polymath-core
17
R-Token Standard
Components Features
Compatible with existing wallets and An owner/admin can lock/unlock trading for a
exchanges that support the ERC-20 token period of time
standard
An owner/admin can whitelist/blacklist partial
Overrides the existing ERC-20 transfer method token transfers
ServiceRegistry:
on-chain
MUST be ERC20 compatible.
Below are outlined the requirements for a ERC1400 SHOULD be ERC721 compatible.
4
:
https //github.com/harborhq/r-token
5 : I 4
https //github.com/ethereum/E Ps/issues/1 00
18
ERC1404 Token Standard
detectTransferRestriction
For an individual owner, each token in a partition
This implemented function provides the issuer therefore shares common metadata.
This implemented function provides an for a specific user, tokens within a given partition
explanation with a message to the token holder are fungible
about why the token transfer is being restricted. for a specific user, tokens from different
partitions may not be fungible
In order to be compliant with the securities laws,
the issuer will have to restrict the ERC20 token It is important to note that partitions with the same
transfers. The further motivation for ERC1404 bytes32 key across different users may be
token standard utilization includes: associated with different metadata depending on
the implementation.
side.
6
https://github.com/ethereum/EIPs/issues/1404
7 https://github.com/ethereum/EIPs/issues/1410
19
Non-ERC Token Standards
In addition to traditional ERC tokens, other
blockchain tokens can be used in the context of a
security token launch. As mentioned above, the
main feature these token must possess is backup
by real-world value.
Stellar XLM
8 http://bit.ly/eos-enters-the-security-token-scene
20
The STO Ecosystem
To dive deeply into an STO ecosystem, it is crucial
to understand the process of a security token
The STO Launch Process
offering launch as well as the parties involved in the The entire STO timeline commonly lasts for
process.
needs to understand their reasons for tokenization. When a company or project starts preparing a
Benefits include the following: security token offering, it is important to keep in
mind that the process of preparation may last for
high degree of asset fractionalization
six months and include the following:
high liquidity
low fees
team formation (advisor/lawyer/legal counsel
increased market acceptance and efficiency hiring)
The main advantage lies in access to a capital pool. security token creation (issuance and technical
Considering the fact that security tokens can be platforms)
purchased and sold globally in accordance with defining and implementing the marketing
relevant regulations, their price is set in a fair and strategy; roadshow travel for investor
reasonable way so as to be attractive stakeholders. engagement
SEC compliance provides a solid, secure campaign
structure and appeal in terms of technological
innovation.
Process
21
Team Formation
Taking into account expert feedback, this stage, the target market with market-share projections
which takes approximately two months, involves the financial model with key projections (e.g.,
preparation of structure, marketing strategy, and revenue, OpEx, CapEx, and profit).
the PR campaign.
Token Creation
White-Paper Creation
22
1.
name and token symbol will be reserved for 15 The website is the seed point of the marketing
days. Creation of the token should be done strategy, as it is the place where trust is built and
within the time limit.
2.
3.
Detailing the offering. Here are some details listings on ICO rating resources.
Start/end date: inform potential investors of This marketing campaign should be conducted
the time period for investment.
very carefully, as sending individual/personal
Accepted payment: state if the token is emails too often or without a concrete content
being raised in POLY or ETH
could be defined as spam.
Rate: state the percentage of POLY or ETH Social media and community management is a
at which the token is valued. crucial part of any successful ICO marketing
plan. This part should include posting
5. Whitelisting investors. Whitelisting allows information on the project updates on free
investors to participate in the STO. When resources like Reddit, Facebook, and Twitter,
investors send POLY or ETH token to the STO specialized forums, Quora discussions, etc.
time during the STO. Bounty programs also play an important role in
marketing campaigns, as they provide incentives
Marketing Strategy Implementation
marketing plan, it could easily fail. Choosing the Keep in mind that different regulations have
correct marketing strategy will lead the project to different approaches to marketing strategy, and
success.
23
Major Technology Players
Having discussed the main stages of the STO the STO ecosystem, as they provide the framework
launch, let’s take a closer look at the major for legal aspects, the KYC and AML verification
technology players. processes, development, and deployment of
token-flow infrastructure.
Token Issuers
Below is a brief description of the leading agencies
Security Token Issuers form a significant share of forming the security token ecosystem.
24
Securitonomy allows the complete issuance and
management of tokenized securities, and is based
in Malta, one of the industry’s most progressive
jurisdictions.
25
Exchanges part of the ecosystem as a whole. Consider the list
below before choosing a final option for listing
Security Token Exchanges provide token access services.
while ensuring that liquidity remains an integral
26
"The Malta Stock Exchange [MSX] became a
reality upon enactment of the Malta Stock
Exchange Act in 1990, and commenced its trading
operations on 8 January 1992." As of September 11,
2018, Malta has signed a Memorandum of
Understanding with leading crypto exchange
Binance to jointly develop an exchange for security
token trading.
27
Launching with TokenGear
TokenGear is a full-fledged solution for customized also an escrow-based solution: FundGuard.
launching of token offerings with a user-friendly Milestone-based money flow reduces the risk of
configurative interface, scalable payment system, inadequate funds while a smart contract makes
and KYC verification system. All movement on the transactions safe and easily trackable for both
platform requires just a few clicks to be fulfilled. In investors and founders.
28
FAQ & Contact Section communication with the team. FAQ and contact
integration are alternatives for support and
Users can choose an appropriate means of interaction between parties.
29
Contribution Flow
Users choose the payment option >>> TokenGear TokenGear generates the
generates the transaction data >>> tokens are sent transaction data
to the user’s wallet.
In this section, the contributor can view the current The tokens are sent to the
30
Admin Platform distribution in coins, sold tokens,etc.
Dashboard
Contribution statistics by country are provided in Admins see top investors and the overall number
the form of a heat map. Admins can get data in the of registered members and fulfilled transactions,
following formats: including detailed data on the KYC verification
process.
Contribution amount
Contributor count
31
User Management
32
Transactions
33
Invoices
34
Features
35
Email Management System The system manages emails, creating templates of
the letters for different contributors. This system
also provides trigger events.
About Us
36
Settings General information contains: project name,
default location, default timezone, terms &
conditions, YouTube URL link, and privacy policy.
Look and Feel – Project teams can customize interface functionality, admins are able to integrate
project environment on the platform according a landing-page website with a TokenGear
to their visions, tastes, and moods. With custom contribution dashboard.
37
There are plenty of options for creating the ideal theme, style, and background. All that is required is
dashboard by managing the layout of menu a few clicks and a couple of minutes to customize
navigation and modifying colors and gradients for the dashboard.
Contributions – Members need to set their to the BTC wallet. There is also a section for
wallet addresses to receive the crypto coin setting information about FIAT invoices. Users
amount. ShapeShift integration allows them to search for the required currency and select it as
receive approximately 72 coins, which are sent the payment method.
38
Benefits of the dashboard include a user-friendly tokens. For example, users can pay for tokens with
interface with the flexible ability to simply purchase EtherWallet or Metamask.
If a user tends to pay in USD, he/she needs to identification data about the individual will
pre-fill the information from the KYC verification by automatically be filled in certain fields.
checking it off. From that point forward, all
39
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