Marketing a security token offering without breaking securities law

Marketing a security token offering is marketing a securities offering, and the exemption you chose decides what you are allowed to say, to whom and where. The same tweet that is fine for one offering can destroy the exemption of another. Start from the legal route, then design the campaign.

The rules that shape the campaign

Reg D 506(b): almost no public marketing

A 506(b) offering prohibits general solicitation. No public ads, no open webinars about the deal, no social posts describing the terms. You can raise from investors with whom you have a pre-existing, substantive relationship, often via a registered broker-dealer's network. You can still publish general company news that does not promote the offering, but the line is easy to cross. If your plan relies on social media reach, 506(b) is the wrong route.

Reg D 506(c): public, but only accredited investors buy

506(c) permits general solicitation, so you can advertise openly, provided every purchaser is an accredited investor and you take reasonable steps to verify that status (documents or third-party verification, not a checkbox). Expect a lot of top-of-funnel interest from people who cannot invest, and design the funnel to qualify them early.

Reg A+: testing the waters, then a qualified circular

Reg A+ issuers can test the waters before and after filing the offering statement, gauging interest with materials that carry required legends and are filed with the SEC. No money can be accepted until the offering is qualified. Once it is, you can market broadly to the public, including non-accredited investors within their limits. Every claim must be consistent with the offering circular.

Reg CF: through the portal

Crowdfunding offerings must run through a registered funding portal or broker-dealer. Outside the platform, the issuer's own advertising of terms is limited to notices that direct people to the platform, though the rules allow some communication about the offering. Check the current SEC guidance for what a notice may contain.

Reg S: keep it offshore

Reg S offerings may not involve directed selling efforts in the US. That rules out US-targeted ads, US events and US influencers, and usually means geo-blocking the offering pages and excluding US persons during onboarding.

Paid promoters, influencers and finders

Paying someone to promote a security has specific consequences:

• Anti-touting. Section 17(b) of the US Securities Act requires anyone paid to publicize a security to disclose the nature, source and amount of the compensation. The SEC has brought cases against celebrities and influencers who promoted token sales without that disclosure.
• Unregistered brokers. Paying people commissions based on how much they raise generally requires them to be registered broker-dealers. Success-fee "finders" and affiliate links with per-investment payouts are a common way STOs get into trouble.
• Responsibility for their words. Statements by people you pay can be attributed to you for anti-fraud purposes. Script and review them.

Outside the US

• EU: the Prospectus Regulation requires advertisements to be identified as such, consistent with the prospectus, and to point to where it is available. Security tokens are MiFID instruments, so selling to retail generally involves an authorized investment firm.
• UK: section 21 of FSMA prohibits communicating financial promotions unless you are authorized or the promotion is approved by an authorized firm or falls within an exemption (such as for certified high net worth or sophisticated investors).
• Singapore: offers of capital markets products need a prospectus or an exemption, and exempt offers to accredited or institutional investors generally restrict advertising.

What a compliant campaign looks like

1. Lock the route and countries with counsel; write down what is prohibited.
2. Build the factual core: offering documents, a plain-English summary, risk factors, a data room. Everything else derives from these.
3. Set up a review workflow where legal approves each asset, including posts, ads, emails, webinar scripts and community moderator replies.
4. Gate the funnel: jurisdiction check, investor-type questions and, for 506(c), verification before showing subscription details.
5. Keep records of every communication and its approval, as regulators may ask.
6. Measure qualified interest, not impressions: verified investors, completed onboarding, committed capital.

Content that works and stays safe

• Educational content about the asset class and how tokenized securities work, separated from offering terms.
• Transparent disclosure of fees, risks, lockups and the realistic liquidity picture.
• Investor webinars and Q&A, recorded, scripted where needed, and gated when the route requires it.
• Third-party coverage you did not pay for, rather than sponsored articles posing as journalism.

Avoid returns projections you cannot support, "guaranteed" language, scarcity countdowns and anything that suggests the token will list on a crypto exchange. Crypto-style hype tactics that are common in token launches (see DeFi marketing and exchange marketing for that context) are often unlawful for a securities offering. For the offering itself, see the STO guide and tokenized asset offerings.

Frequently asked questions