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Dilendorf & Khurdayan is a New York City blockchain law firm helping clients qualify their virtual token generation events (a.k.a. initial coin offerings or token sales) for exemption from securities registration under Regulation S.

Our attorneys have extensive experience helping structure international securities offerings, and bring that experience to bear in representing our clients.


Represented blockchain-based marine navigation service with AI capabilities in the process of raising capital via a TGE from U.S. and non-U.S. investors through Regulation D and S offerings, including review and analysis of the white paper and the project, preparation of all necessary documentation for the launch of the TGE, as well as guidance regarding the process of investor accreditation and AML/KYC checks.

Represented B2B / B2C blockchain freelance platform in the process of raising capital through Regulation D and S offerings to U.S. and non-U.S. investors, including review and analysis of the white paper and the project, preparation of the private placement memorandum (PPM), subscription agreements, guidance regarding the process of investor accreditation as well as AML/KYC checks, and filing Form D with the SEC.

Represented a blockchain based gaming platform in connection with structuring Regulation D and S offerings, including full review of the project, drafting a private placement memorandum and purchase agreement to launch the sale, guidance through the process of verifying U.S. accredited investors and completing KYC/AML checks, and filing form D with the SEC.

Represented a decentralized crypto exchange platform and advised the company regarding the process of raising capital in the U.S. through SEC Regulation A+ and D offerings, including money transmitting licenses in all 50 states, preparation of all necessary offering documents to launch token sale in the U.S.

Requirements for Exemption Under Regulation S

In general, U.S. law requires securities (such as at least some virtual tokens) to be registered with the government before they can be offered or sold. However, the law provides for some exemptions from registration in certain circumstances. Regulation S exempts offers and sales of securities that occur outside of the United States.

Specifically, Rule 903 of Regulation S provides an exemption when an offer or sale is made in an offshore transaction, and no directed selling efforts are made in the United States. An offshore transaction is generally one in which the offer is not made to a person in the U.S., and the buy order originates when the buyer is outside the United States.

Fortunately, although Rule 903 prohibits directed efforts in the United States, an international offering under Regulation S can be coupled with a U.S. offering exempt from registration under Regulation D.

Comprehensive Legal Services for Token Sales Under Regulation S

Dilendorf & Khurdayan provides comprehensive legal services throughout an offering under Regulation S. Our services include:

  • Reviewing our clients’ planned token sales and advising them on applicable U.S. laws, including qualifying offshore transactions for the Regulation S exemption.
  • Drafting detailed offering memoranda and purchase agreements to make clear who is eligible to participate and what U.S. restrictions apply to the virtual tokens.
  • Assisting clients in conducting appropriate Anti-Money Laundering and Know Your Customer screening of prospective purchasers, ensuring that purchasers are who and where they claim to be.
  • Structuring a simultaneous offering within the United States under Regulation D or another applicable exemption from registration.

Contact Us to Learn More About Our Regulation S Services for Token Sales

Send us an email or call 212.457.9797 to schedule a consultation at our Manhattan office.


For a consultation about structuring a token sale under Reg. S offering

please contact Dilendorf & Khurdayan by sending an email or calling us at 212.457.9797.