Pretty sure we were sold ICN under the pretense that tokens represented 100% ownership of the company. ICN is indeed an unregistered foreign security as far as US standards go.
Wrong and wrong. ICN tokens represent 100% ownership of the
intellectual property of the ICONOMI software platform and
all fees which are gathered from its use - NOT ownership in Cashila, which is the registered Slovenian company that is the initial service operator of the ICONOMI platform.
From page 7 of the whitepaper (see
https://ethbuy.iconomi.net/ICONOMI_Whitepaper.pdf ) :
"ICONOMI will issue 100 milion ICONOMI tokens (ICN) 10 days after the crowdfunding
campaign successfully ends. 100 % of the ICONOMI tokens represent 100 % ownership
of the ICONOMI platform, comprising of all assets and liabilities, as well as each and every
right and obligation, including but not limited to intellectual property rights, branding and
trademarks."
So...to use an analogy, ICN represents ownership in MS-DOS, not Microsoft. Or Farmville, not Zynga.
Nowhere did it say ICN are convertible to actual shares of Iconomi Inc, the company that controls all the crypto raised in ico.
Actually, there is no "ICONOMI, Inc." From Whitepaper page 8:
"Cashila OOD s.r.o. (hereinafter referred to as Cashila <
https://www.cashila.com/> ) will serve as the first service
operator of the ICONOMI platform. Having at its disposal the required knowledge,
technical skills and manpower, as well as the status of a financial institution and a longstanding
relationship with both the crypto and investment communities, Cashila will
undertake to develop and manage the ICONOMI platform in accordance with the vision
outlined in this white paper and detailed in the accompanying documentation on behalf of
the ICN token holders. Cashila does not and will not claim or register any kind of property,
trademark or other rights pertaining to the ICONOMI platform. All intellectual property
rights, trademarks, branding and other rights remain exclusively the property of the
ICONOMI platform. "
Bottom line: ICN tokens are ownership shares in a piece of software and the money it generates. ICN is not ownership of any company (especially not Cashila OOD s.r.o. , registration information at
http://rejstrik.penize.cz/03621111-cashila-ood-s-r-o ) , and thus is not a security, unregistered or otherwise.
I don't know why Cashila came into this (i didnt bring it in) but would not the Iconomi platform and it's intellectual property et al comprise an entity in which our tokens represent ownership? Seems like a security.