In the fourth quarter of 2017, Up, Global SEZC (“Up Global”) conducted a sale of UpToken.  On April 28, 2023, the U.S. Securities and Exchange Commission (“SEC”) announced a settlement, on a without-admitting-or-denying basis, with Up Global, Coinme, and Neil Bergquist related to the offer and sale of UpToken. 

As part of the settlement, Up Global, Coinme. and Mr. Bergquist consented to the issuance of an administrative order that requires them to cease and desist from violations of the securities registration provisions of the Securities Act of 1933.  Up Global and Mr. Bergquist also consented to a cease-and-desist order from violations of the antifraud provisions of the federal securities laws.  

The settled order contains no fraud findings with respect to Coinme. 

As part of the settlement:

• Up Global agreed to pay a civil penalty of $3.52 million.
• Coinme agreed to pay a civil penalty of $250,000 and to be jointly and severally liable for Up Global’s financial obligations under the settlement.
• Bergquist agreed to pay a $150,000 civil penalty.
• Up Global and Coinme also agreed to:
  • Destroy all UpTokens in their possession, custody, or control;
  • Request that Up Token be removed from trading on certain crypto asset trading platforms;
  • Post, for two years, on Up Global’s and Coinme’s websites and social media channels notice of the SEC settlement and the trade removal requests; and
  • Refrain from participating, directly or indirectly, in any offering of a crypto asset security.

Under the settlement, the SEC has the discretion to establish a Fair Fund to distribute the amounts paid. 

Consistent with the settlement terms, letters have been sent to certain crypto asset trading platforms requesting that they not permit trading in UpToken.

The full details of the settlement are reflected in the settled order, which is available here.