By Jonathan Stempel
NEW YORK (Reuters) – A Los Angeles media company that billed itself as potentially “the next Disney” will pay $6.1 million to settle U.S. Securities and Exchange Commission charges it illegally raised nearly $30 million by conducting unregistered sales of non-fungible tokens.
Monday’s settlement with Impact Theory LLC was the SEC’s first enforcement action involving NFTs, digital assets that reflect ownership of files such as artwork, images and videos and are recorded on a blockchain.
The SEC said Impact Theory marketed its Founder’s Keys–sold in “Legendary,” “Heroic” and “Relentless” tiers–as a means to profit from its business by investing at an early stage.
Impact Theory allegedly raised $29.9 million by selling 13,921 Founder’s Keys in late 2021, and received $978,000 of royalties from secondary sales.
The settlement calls for Impact Theory to pay a $500,000 fine, give up $5.6 million including interest, and destroy all Founder’s Keys in its possession.
In its marketing, Impact Theory allegedly likened its NFTs to an investment in Walt Disney before introducing Mickey Mouse in the 1928 short film “Steamboat Willie,” and said it was “trying to build the next Disney.”
The SEC said Impact Theory also compared its NFTs with “handing ($20) to Mark Zuckerberg in his dorm room,” referring to the billionaire Facebook co-founder.
Failing to register deprives investors of “the robust disclosures and other safeguards long provided by our securities laws,” said Antonia Apps, director of the SEC’s New York office.
Impact Theory said it was pleased to settle, though “disappointed” at the SEC’s viewing digital assets “through the lens of the securities laws.”
SEC commissioners Hester Peirce and Mark Uyeda partially dissented from Monday’s settlement, saying the regulator owed investors better guidance on NFTs.
“We do not routinely bring enforcement actions against people that sell watches, paintings, or collectibles along with vague promises to build the brand and thus increase the resale value of those tangible items,” Peirce and Uyeda wrote.
On Aug. 22, Nathaniel Chastain, a former product manager at the world’s largest NFT marketplace OpenSea, was sentenced in Manhattan to three months in jail in the first insider trading case involving digital assets.
(Reporting by Jonathan Stempel in New York; Editing by David Gregorio)
