[decentralizedL]

I think the key language to focus on in the SEC notice is those “participants” who have a necessary role in the transaction of an unregistered offer and sale of securities are liable for violating Section 5 (page 16). Taken to the extreme, one could argue that even buyers of unregistered securities have a necessary role in the transaction but this is not the kind of activity relevant for Section 5 violations. Section 5 activity is more concerned with things like underwriting, offering, issuing, promoting, and soliciting the offer and sale of unregistered securities that lack a valid registration exemption.

[shellbound1]

Thank you for the response. Could you see this affecting sellers in secondary markets? Most that purchased DAO tokens likely went on to sell them in secondary markets. Would their role as a seller be applied to Section 5?

I think these are also important questions to consider. The valuation of a token is affected if you can't later sell it without commiting securities fraud. I really hope this is not the case.