For an SEC Compliant Securities Token Offering ("STO"), the best method is to use Reg A+

A key challenge when using Reg A+ for an STO is that in most cases, the tokens have not yet been developed, so accepting payments from investors to buy the tokens directly is impossible because they cannot be delivered. Imagine selling stock in a company when you don't have any shares to sell - rather challenging!

These are the methods that we recommend STO CEO's consider for this situation:

1) Sell warrants that convert into the Tokens when they are ready. Full liquidity of the token owner's results, once issued, courtesy of the Reg A+. It is possible to provide discounts to early investors but once the price has increased by 20%, the next increase may require a more lengthy SEC review (all price changes require SEC review, but small adjustments are likely to be Qualified quickly).

2) Raise capital via a convertible note that feeds into a Reg D. When the tokens are ready, convert the note holders to token owners. Having started a Reg A+ earlier because of its longer lead time, when it is Qualified by the SEC (and the tokens have been issued via the Reg D), raise even more capital via sale of previously reserved tokens via the Reg A+. The Reg A+ investors will be able to sell their tokens to people of any wealth level immediately after the Reg A+. This approach allows you to raise more than the annual $50 Million USD limit in Reg A+, and early investors via the convertible note can easily be given deep discounts to reward them for taking more risk.

3) Raise capital into a special form of convertible note, tied to a Reg A+ that takes place when the tokens are available and after SEC Qualification of the Reg A+. Early investors via the convertible note can be given deep discounts to reward them for taking more risk. This is limited to the $50 mill Reg A+ annual cap. Excellent liquidity. 

Private Placement Markets makes Initial Coin Offerings that are securities offerings.

To Retain and Engage Private Placement Markets for a Coint Offering:

Since 2019, we have prepared a number of SEC Compliant Coin Offerings for companies. 


Service(s) to be Provided:

  • Registration of the Coint Offering with the United States Securities & Exchange Commission

    • Registration & Access to the SEC's EDGAR

    • Obtain SEC CIK Number

  • Registration of the Company with ISIN International, and obtaining an International Stock Identification Number (ISIN).

  • Drafting & Preparation of a State & Federal Securities Laws Compliant Coin Offering.

    • Our Custom Coin Offering Preparation includes (but is not limited to):

      • Offering Structuring and Development of a Presentation Grade Coin Offering,

      • all SEC Filing(s) as required via the EDGAR (for Offer & Sales),

      • Federal & State Securities Laws Compliance Review, and

      • Access to our Broker-Dealer Network & International Institutional Investment Banking Network (See &

To engage us for a Custom Coin Offering Preparation:

  1. Private Placement Markets is very selective about the Token Coin Clients it engages with. Please call our Capital Markets Team or email us as the contact listed to the left, and we will schedule a time to speak regarding your Token Coin needs.

  2. If there is a mutual interest to engage for the Drafting and Filing of your Token Coin, we will forward you an engagement letter to be signed, at which time you will be required to submit a retainer equal to 50% of our service charge for the drafting of the Coin Offering Memorandum. Our total estimated cost for a Coin Offering is a Flat $7,500 USD (50% = $3,750 USD). NOTE: The balance of $3,750 will be due and payable 30 days net from retaining services or upon delivery of a final Coin Offering Document whichever comes first.

  3. Once complete, we will send you an email with information detailing the necessary information we need to get started working on your offering.

  4. General Time from Start-to-Finish, given the vast number of Offerings we have done over the past four plus years, approximately one week. 

Mr. Steve Muehler

Founder & Managing Member

Private Placement Markets

1055 West 7th Street

Los Angeles, California 90017


Phone: (877) 259-8066

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Private Placement Markets, LLC (a Delaware Limited Liability Company) provides no depository services and is not insured by the FDIC. Private Placement Markets is an Investment Banking Industry Document Preparation Company and Capital Markets Advisor. Private Placement Markets does not offer, and does not offer to provide any broker dealer or market maker services. Private Placement Markets operates this website (referred to as the “Website”). By accessing this Website and any pages thereof, you agree to be bound by its Terms of Use and Privacy Policy. Past performance is no guarantee of future results. Any historical returns, expected returns, or probability projections may not reflect actual future performance. Private Placement Markets does not provide financial planning services. Private Placement Markets does not provide tax advice and does not represent in any manner that the outcomes described herein will result in any particular tax consequence.

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