STO marketing is the marketing of a securities offering, so the legal exemption behind the offering decides what you may say, to whom and where. This guide covers what each US exemption allows, the rules for paid promoters, the rules in the EU, UK and Singapore, and a campaign plan that stays within them.
STO marketing under each US exemption
| Route | Public advertising | Who can buy |
|---|---|---|
| Reg D 506(b) | Not allowed | Accredited investors, plus up to 35 non-accredited sophisticated investors |
| Reg D 506(c) | Allowed | Verified accredited investors only |
| Reg A+ | Testing the waters before qualification; broad marketing after | The public, with investment limits for non-accredited buyers in Tier 2 |
| Reg CF | Limited notices outside the funding portal | The public, with investment limits |
| Reg S | No selling efforts aimed at the US | Non-US persons |
Reg D 506(b): almost no public marketing
A 506(b) offering bans general solicitation, which rules out public ads, open webinars about the deal and social posts about the terms. The issuer can raise from investors it already has a real relationship with, often through the network of a registered broker-dealer. The issuer can still publish general company news that does not promote the offering, but company news can easily turn into promotion of the offering. A plan that depends on social media reach needs a different exemption.
Reg D 506(c): public ads, accredited buyers only
A 506(c) offering allows general solicitation, so the issuer can advertise openly. Every buyer must be an accredited investor, and the issuer must take reasonable steps to verify that status. A checkbox is not enough. In March 2025, SEC staff said in a no-action letter that a high minimum investment can count as a reasonable step. The minimum is $200,000 for an individual and $1,000,000 for some entities. The buyer must also confirm in writing that it is accredited and that no third party gave the buyer money to reach the minimum. Public ads draw many people who cannot invest, so the sign-up process should screen them out early.
Reg A+: testing the waters, then a qualified circular
A Reg A+ issuer can test the waters, which means asking investors about their interest, before and after it files the offering statement. The test materials must carry the required legends and be filed with the SEC. The issuer cannot accept money until the SEC qualifies the offering. After qualification, the issuer can market to the public, including non-accredited investors within their limits. Every claim must match the offering circular.
Reg CF: through the funding portal
A crowdfunding offering must run through a registered funding portal or broker-dealer. Outside the platform, the issuer's own ads about the terms are limited to short notices that send people to the platform. Since 2021 the rules have also allowed a Reg CF issuer to test the waters before filing, under conditions. Check the current SEC guidance for what a notice may contain.
Reg S: keep it outside the US
A Reg S offering must not involve directed selling efforts in the US, which rules out ads aimed at the US, US events and US influencers. The issuer usually blocks US visitors from the offering pages and screens out US persons during onboarding.
Paid promoters, influencers and finders
Paying someone to promote a security has specific legal effects:
- Anti-touting. Section 17(b) of the US Securities Act requires anyone paid to promote a security to disclose the nature, source and amount of the payment. The SEC has charged celebrities and influencers who promoted token sales without that disclosure.
- Unregistered brokers. A person paid a commission based on the amount raised generally must be a registered broker-dealer. Success-fee "finders" and affiliate links that pay per investment often cause STO problems.
- Liability for their words. Regulators can treat statements by people you pay as your statements under anti-fraud rules, so script and review what they say.
Security token marketing outside the US
- EU. Under the Prospectus Regulation, an ad must be clearly marked as an ad, match the prospectus, and say where the prospectus is available. Security tokens are financial instruments under MiFID II, so a sale to retail investors generally involves an authorized investment firm.
- UK. Section 21 of the Financial Services and Markets Act bans a financial promotion unless an authorized firm makes or approves it, or an exemption applies. Exemptions exist, for example, for certified high net worth and sophisticated investors.
- Singapore. An offer of capital markets products needs a prospectus or an exemption, and exempt offers to accredited or institutional investors generally restrict advertising.
A compliant STO marketing campaign
- Choose the exemption and the countries with counsel, and write down what is banned.
- Build the factual core. The core is the offering documents, a plain-English summary, the risk factors and a data room, and all other material comes from these documents.
- Set up a review process. Legal approves each item, including posts, ads, emails, webinar scripts and replies by community moderators.
- Screen visitors. Check the visitor's country and investor type before showing subscription details. For 506(c), verify accredited status first.
- Keep records of every message and its approval, because regulators may ask for them.
- Measure qualified interest: verified investors, completed onboarding and committed capital, because impressions do not show progress.
Content that stays within the rules
- Educational content about the asset class and about how tokenized securities work, kept separate from the offering terms.
- Clear disclosure of fees, risks, lockups and how hard it may be to sell the token.
- Investor webinars and Q&A sessions that are recorded, scripted where needed, and gated when the exemption requires it.
- Press coverage you did not pay for, rather than sponsored articles that look like journalism.
Avoid return projections you cannot support, the word "guaranteed", countdown timers and any hint that the token will list on a crypto exchange. Many tactics common in crypto token launches are unlawful for a securities offering, and the DeFi marketing and exchange marketing guides describe those tactics. For the offering itself, see the STO guide and tokenized asset offerings.
Frequently asked questions
Can we run paid social ads for an STO?
Yes under 506(c) and after Reg A+ qualification, if the content is compliant and the risks are disclosed. No under 506(b), and no to US audiences in a Reg S offering. The ad platforms' own policies for financial products also apply.
Can we pay influencers?
Only with full disclosure of the payment and reviewed content. Pay that depends on the amount invested is allowed only for registered broker-dealers. Many issuers avoid paid influencers entirely.
Can our Discord or Telegram community discuss the offering?
Moderators' statements can count as the issuer's own statements, so limit offering talk to approved content and point questions to the documents. Under 506(b), keep offering talk out of public channels.
Do we need a placement agent?
Not always, but anyone paid based on the capital raised generally needs to be a registered broker-dealer. A broker-dealer also brings investor reach that marketing alone rarely matches.
What should an STO marketing agency do?
An STO marketing agency should start with a legal review of the offering and of every channel it plans to use, then build campaigns from approved disclosures. An agency that promises returns or wants to promote the token to everyone is a warning sign.