SEC charges Impact Theory with unregistered securities offering in NFT launch

SEC claims that a 2021 NFT launch falls under an unregistered securities offering


Piotr Swat/Shutterstock modified by Blockworks


The US Securities and Exchange Commission charged Impact Theory, an LA-based media and entertainment company, with the “unregistered offering of crypto asset securities.”

The SEC claims that Impact Theory’s NFT launch in the fall of 2021 counts as an investment contract because the company “encouraged potential investors” to see the Founder’s Keys NFTs as an investment in their business. 

Impact sold three tiers of the NFTs, dubbing them Legendary, Heroic and Relentless. It raised roughly $30 million in its offering. 

The SEC alleges that the company “emphasized that it was ‘trying to build the next Disney,’ and, if successful, it would deliver ‘tremendous value’ to Founder’s Key purchasers.” 

In its order, the SEC said that Impact Theory planned to use the NFT proceeds for “development” and “bringing on more team” as well as “creating more projects.”

“Given these statements, numerous prospective and actual purchasers of KeyNFTs stated on Impact Theory’s Discord channels that they viewed KeyNFTs as investments into the company and understood Impact Theory’s statements to mean that the company’s development of its projects could translate to appreciation of the KeyNFTs’ value over time,” the SEC said.

Impact Theory agreed to a cease-and-desist and will pay around $6.1 million in “disgorgement, prejudgment interest, and a civil penalty.”

Additionally, Impact Theory will establish a “Fair Fund” to return money back to “injured investors.” All Founder’s Key’s currently in possession of the company will be destroyed.  

“Absent a valid exemption, offerings of securities, in whatever form, must be registered,” SEC’s New York Regional Office Director, Antonia Apps, said. “Absent a valid exemption, offerings of securities, in whatever form, must be registered,” said Antonia Apps, director of the SEC’s New York Regional Office.

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