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The SEC's Impact Theory on NFTs: A Deep Dive into the Impact Theory Case

Oct 02, 2023

Natalee newsletter, NFT Law, NFT Lawsuits, NFT News Crypto Assets, crypto regulations, Founder’s Keys, impact theory, Los Angeles, nfts, SEC, securities

The SEC’s Stance on NFTs: A Deep Dive into the Impact Theory Case

In a landmark decision, the U.S. Securities and Exchange Commission (SEC) has moved to crack down on what it perceives as irregularities in the crypto space. The target? Impact Theory, LLC, an LA-based media and entertainment entity, now facing charges for conducting an unregistered offering of what the SEC has termed as “crypto asset securities” in the form of NFTs.

Headquartered in the entertainment capital, Los Angeles, Impact Theory had raised an impressive sum of around $30 million. Their modus operandi? Offering NFTs to hundreds of investors, not just locally, but spanning across the United States. This isn’t a small-scale operation by any means.

Delving deeper into the nature of these NFTs, the company had rolled out three distinct tiers of NFTs, colloquially termed as Founder’s Keys. They went by the intriguing names of “Legendary,” “Heroic,” and “Relentless.” The bone of contention? Impact Theory’s assertion that purchasing a Founder’s Key was akin to investing in the company itself. They posited that if the company tasted success, these “investors” would see handsome returns on their initial purchases. Their ambitious vision was crystal clear – they had set their sights on emulating the colossal success of industry giants like Disney. If their lofty aspirations were to materialize, it would translate to “tremendous value” for the Founder’s Key holders.

However, the SEC’s perspective paints a different picture. They argue that the NFTs proffered by Impact Theory fell within the purview of investment contracts, thereby classifying them as securities. The implication? Impact Theory stood in violation of federal securities laws by promoting and trading these crypto securities without the necessary registration.

In a statement that reinforces the regulatory body’s commitment to uphold securities laws, Antonia Apps, who helms the SEC’s New York Regional Office, declared, “Absent a valid exemption, offerings of securities, in whatever form, must be registered.” Apps further emphasized the indispensable role of registration in ensuring that investors are not deprived of the protections guaranteed by the nation’s securities laws.

In a move signaling cooperation, Impact Theory has not contested the SEC’s findings. Instead, they’ve acquiesced to a cease-and-desist order, which holds them accountable for violating the registration stipulations of the Securities Act of 1933. The company’s reparations? A hefty payout exceeding $6.1 million, factoring in disgorgement, prejudgment interest, and a civil penalty. To redress the affected investors, a Fair Fund will be established using these monies. As a further remedial measure, Impact Theory has committed to nullify all Founder’s Keys under their control and to abstain from any potential royalties arising from secondary market transactions of these NFTs.

This case underscores the SEC’s unwavering commitment to monitoring and regulating the burgeoning NFT space. As the world of crypto assets continues to evolve, regulatory clarity is of paramount importance, not just for investors, but for entities operating in this sphere.

TL;DR: The SEC has charged Impact Theory for unregistered offerings of NFTs, seeing them as securities. The LA-based company raised about $30 million from these NFTs and has now agreed to a cease-and-desist order, requiring them to pay over $6.1 million in various charges. The case highlights the SEC’s intent to regulate the NFT market.

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