> Offering is any time the token is issued, like on launch.
The Securities Act defines “offer” to include any attempt to dispose of a security for value.
In order for anyone - Telegram or Joe Schmoe Gram investor - to “offer” a security it needs to be either (1) registered or (2) exempt from registration. Since Telegram filed Form D and the SEC has brought charges alleging an unregistered offering it would seem the SEC does not agree that the ICO was exempt and so Telegram was not in compliance with federal securities laws.
But even if the ICO were by some miracle exempt, without a registration statement the securities can’t be offered for sale to the public - regardless of whether they were new issues directly from Telegram or existing securities being offered for sale in Telegram’s new marketplace by Telegram users.
The Securities Act defines “offer” to include any attempt to dispose of a security for value.
In order for anyone - Telegram or Joe Schmoe Gram investor - to “offer” a security it needs to be either (1) registered or (2) exempt from registration. Since Telegram filed Form D and the SEC has brought charges alleging an unregistered offering it would seem the SEC does not agree that the ICO was exempt and so Telegram was not in compliance with federal securities laws.
But even if the ICO were by some miracle exempt, without a registration statement the securities can’t be offered for sale to the public - regardless of whether they were new issues directly from Telegram or existing securities being offered for sale in Telegram’s new marketplace by Telegram users.