PHI Group Inc (PHIL)

[Ardbeg]

Only one ICO (out of a few thousand coins and tokens that exist) has ever attempted to register with the SEC without an exemption... and that ICO registration process is not complete (the filing occurred in early March).

http://www.the-blockchain.com/2018/03/09/praetorian-group-announces-first-ever-sec-registered-ico/

Last month PHIL announced "that it has engaged a renowned blockchain technology company to assist the Company in the formulation of strategy and applications using blockchain technology to create additional shareholder value." (on March 22nd 2018 - so given the need to be transparent and follow the warnings of the SEC this action appears smart on their part, and probably has been related to part of the delay.)

https://globenewswire.com/news-release/2018/03/22/1444643/0/en/PHI-Group-Engages-Renowned-Consulting-Firm-to-Assist-in-Deployment-of-Blockchain-Technology.html

The information concerning ARK Advisors is very interesting if that is who PHI Group is using:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=140172002

However, there is no way to know if the company intends to seek an exemption or the standard IPO/ICO with the SEC until the company files something. That should come any day now if the launch is imminent. PHIL does not have to file anything prior to creating the coins on the ERC20 Blockchain. The filings are required prior to offering them to the public.

Right now there are 431 tokens with live open contracts for sale/trade on the ERC20 Blockchain (Ethereum based). In the ERC20 contract logs there does exist Gildex and GildexP tokens but they are not active as tradable/salable stand alone tokens currently... thus, they do not exist under the "view tokens" tab on Etherscan: https://etherscan.io/tokens

Most go through the exemption alternative: (of which several exemptions can be combined to achieve broader market and global exposure)

The safest strategy in the near term is to treat all ICOs as securities offerings. Token issuers, then, have two possible courses of action: register the ICO with the SEC and conduct an initial public offering, or find an exemption.

Five exemptions exist: Regulation D Rule 506(c), Regulation S, Regulation CF, Regulation A+, and Rule 147.

Regulation D

Most token sales to date have used Rule 506(c) of Regulation D, which covers the general solicitation of securities. This option is a popular choice because it allows for general solicitation and has no cap on the amount of money that can be raised. In addition, this rule preempts state securities laws; state-by-state registration and pre-launch disclosure filings are not necessary.

The drawback to this option is that tokens or token-based securities can only be sold to accredited investors, and issuers must verify this status by receiving certain personal information from those investors – which may significantly limit participation in the sale. (Accredited investors make up just 7% of the US population.) Tokens or token-based securities sold pursuant to this exemption also generally have a one-year holding period before they can be freely traded.

Regulation S

Regulation S concerns securities offerings that take place outside of the United States, and can apply as long as the issuers conducting an offshore transaction make no “direct selling efforts” in the United States. Regulation S offerings are categorized by the likelihood that securities will flow back into the United States, and face variable restrictions on holding periods, information requirements, and the like depending on that categorization. A Regulation S deal can be run simultaneously with a Regulation D deal in order to solicit both US and foreign investors where investor qualifications differ from those in the US (assuming compliance with local laws).

Regulation CF

Regulation CF, in contrast to Regulation D, allows anyone (including non accredited investors) to invest but limits the fundraise to just over $1 million in a 12-month period. Each investor is also limited to a certain investment amount, usually around $2,000. (Considering the size of many ICOs and ICO investments to date, these limitations may seem particularly onerous.) This transaction can, however, be combined with a Regulation D transaction mentioned above to increase the amount raised and allow for non-accredited investor participation.

Regulation CF brings its own regulatory obligations, like the need to use a registered crowdfunding platform and to file certain documentation with the SEC prior to launching the deal and on an ongoing basis. This exemption also preempts most state securities laws and requires a mandatory one-year holding period prior to trading.

Regulation A+

Regulation A+ allows token developers to raise up to $50 million from unaccredited investors, increases the possible investment amount to roughly 10% of an investor’s income or net worth, and allows tokens and token-based securities to be freely tradable once issued.

This regulation necessitates an arduous SEC qualification process, however, that requires communication with the SEC in advance of the token offering. Regulation A+ also mandates the provision of audited financial statements and continued reporting once the offering has concluded. The security types that can be issued in these offerings are limited, and state securities laws are again preempted.

Rule 147

Rule 147 allows for intrastate offerings so long as such sales comply with that state’s securities regulations. In order to qualify for this exemption, the issuer must have some “nexus” (business operations, employees, customers, assets, etc.) within the applicable state and can only raise funds from residents within that state. Investors do not need to be accredited investors, and after a six-month holding period the securities are freely tradable (prior to the holding period they can be resold within the state).


$PHIL