How to Sell SAFTs to Accredited Investors:


How to Sell SAFTs to Accredited Investors:


(Not legal advice, just my opinion)


A Simple Agreement for Future Tokens (“SAFT”) can be used to sell tokens to Accredited Investors. This is a Security Offering and the best approach I am aware of is to follow the Security and Exchange Commission (“SEC”) registration exemption known as Regulation D (“Reg D”) using Rule 506(c). Here are the basics: 





There is a long analysis of why a SAFT should be considered a Security Offering, and by selling Tokens in this fashion, it may usurp the potential to list them on a crypto exchange in the future because once they are classified as a Security, only exchanges following the traditional Securities Laws can sell them. I plan on writing a future blog to explain these nuances, but for tonight, the goal is to explain the process of getting some money in the door for your project using a SAFT Agreement. 


  • Step 1: Write a Whitepaper 

  • Step 2: Write an Offering Memorandum

  • Step 3: Write a SAFT Agreement 

  • Step 4: Verify your investors are Accredited Investors 

  • Step 5: Make sure your investors are not on the OFAC list and follow AML/KYC industry best practices

  • Step 6: File Form D with the SEC within 15 (business) days of beginning to sell your securities.


What is Form D? 

  • It allows companies to get an exemption to raise capital without doing a traditional IPO where they sell stock to the public.  

  • Form D notifies the SEC of stock promoters, executive officers, and other general information. It covers all of America, so it bypasses the state-laws. 

  • It’s free to file.  

  • Everything written on Form D is accessible to the public


Neglecting to File Form D:

  • Failing to register the sale of securities with the SEC can lead to fines, criminal charges, and refunding all investors. 

Information included in Form D: 

  • Information about the offering

  • The Company’s Name, Address, Executive Officers, Directors, Size of Offering


How to File Form D: 

and submit the Form D there. 



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