In an Investor Alert, the SEC Office of Investor Education and Advocacy ("OIEA") clarified that the SEC "never 'approves' an offering." The clarification was a response to alleged misrepresentations by sponsors of initial coin offerings ("ICOs") "tout[ing]" SEC filings as indicating approval or validation by the agency.
The OIEA stated that although its staff may review certain filings for compliance with disclosure obligations, it does not determine whether the securities offered are "'good' investments." Specifically, the OIEA noted, filings related to the following exemptions from registration do not represent SEC approval of an offering: Rule 506 of Regulation D (Form D), Regulation A ( Form 1-A), and Regulation Crowdfunding ( Form C).
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