U.S. regulators and private plaintiffs are still bringing cases tied to early token sales and new “ICO-like” offerings. In 2025, the SEC sued Unicoin over an alleged $100M offering and secured a final judgment against Opporty’s founder for an unregistered and misleading ICO. In 2024, a federal court allowed the SEC’s claims about Binance’s BNB ICO and certain post-ICO sales to proceed while trimming other theories. Together, these cases show that promises about token value, “SEC compliance,” and rights to future tokens remain high-risk—and that courts are scrutinizing how tokens were initially sold.
Case watch: the newest filings and outcomes
Unicoin (2025): “SEC-compliant” claims and rights to future tokens
In May 2025 the SEC charged Unicoin, Inc. and executives with offering fraud, alleging more than $100 million raised and marketing that touted the token and “Unicoin Rights Certificates” as “SEC-compliant” or “registered,” when they were not. The complaint also challenges statements about real-world asset backing and sky-high return projections. The case is active.
Opporty (2025): final judgment after an ICO marketed as “SEC regulated”
In February 2025, a federal court entered final judgment against Opporty’s founder and the company. The SEC’s case—filed earlier—said a 2017–2018 ICO raised roughly $600,000 and was promoted with misleading claims, including “SEC regulated” and inflated business metrics. The court had granted partial summary judgment in 2024 on the unregistered-offer claims.
Binance (order in 2024): BNB ICO claims proceed; some theories dismissed
In June–July 2024, the D.C. federal court largely let the SEC’s Binance case move forward, including allegations around the initial coin offering of BNB and certain post-ICO sales, but dismissed claims tied to third-party secondary sales and the BUSD stablecoin. This order highlights that courts may treat initial and issuer-related sales differently from secondary-market trading.
FLiK and CoinSpark (2024): fraudulent ICOs, final judgment
In March 2024, the SEC obtained a final judgment against Ryan Felton and entities behind two fraudulent ICOs, a reminder that older ICO conduct is still producing outcomes years later.
Themes courts and regulators keep focusing on
“Unregistered offer and sale” remains the backbone
Most ICO suits hinge on whether the token sale was an unregistered securities offering under the Howey test. Issuer-orchestrated sales and marketing that stress profit potential or managerial efforts are frequently central to complaints.
Marketing misstatements and the “SEC-compliant” myth
Cases repeatedly cite claims like “SEC-compliant,” “registered,” or asset-backed guarantees that don’t hold up. Unicoin and Opporty both feature allegations of misleading compliance or backing.
Rights to future tokens and SAFT-style promises
Selling certificates or rights that convert into future tokens can still be treated as securities offers, especially when paired with investor-return narratives. The Unicoin complaint challenges “rights certificates” alongside token marketing.
ICO vs. secondary-market trading
Recent rulings draw a sharper line between initial issuer-directed sales and retail secondary trading. In the Binance order, ICO and issuer-related sales claims survived, while some secondary-sale claims were pared back.
Practical takeaways for founders and legal teams
If you’re raising with tokens, assume securities laws apply
Treat token fundraising like a securities offering unless counsel can clearly justify another path. Registration or a valid exemption, robust disclosures, and careful investor qualifications are table stakes.
Kill the “SEC-approved” language
Never imply registration, approval, or asset backing unless it is true, current, and documented. Enforcement actions continue to target exaggerated claims and compliance puffery.
Be precise about use of proceeds and utility
Courts and regulators look at what was promised versus delivered. Over-promising future platform features or returns tied to managerial execution invites Howey problems.
Secondary-market nuance doesn’t save a bad initial sale
Even where courts limit secondary-sale theories, issuer-led ICO and post-ICO sales remain exposed. Design token distribution with legal substance, not labels.
Investor perspective: red flags to watch
- Promises of extreme returns or “guaranteed” appreciation
- Claims that tokens or offerings are “SEC-registered” without a verifiable filing
- Rights to receive future tokens with vague timelines or unclear collateral
- Heavy emphasis on promotion over product milestones or audited financials
What to expect next
Regulators are still pursuing legacy ICOs while also bringing fresh cases where companies reprise ICO-style tactics with new labels. You should expect continued activity around misleading marketing, issuer-directed distributions, and sales of rights to future tokens—plus ongoing litigation that clarifies how courts treat initial versus secondary sales.
