The SEC has charged New York-based Unicoin, Inc. and several of its top executives with misleading thousands of investors through what the agency described as a campaign of false assurances and exaggerated claims.

At the heart of the case is Unicoin’s marketing of “rights certificates” that allegedly entitled holders to future crypto tokens, which the company claimed would be backed by substantial real-world assets.

“We allege that Unicoin and its executives exploited thousands of investors with fictitious promises that its tokens, when issued, would be backed by real-world assets including an international portfolio of valuable real estate holdings,” said Mark Cave of the SEC’s enforcement division, summing up the agency’s stance.

The SEC’s complaint paints a picture of a company leveraging high-visibility marketing, saturating taxis, airports, and screens, to sell what it framed as next-generation digital investments. According to regulators, Unicoin claimed its tokens would be collateralized by billions of dollars’ worth of global real estate and equity in promising startups.

In reality, the firm’s assets reportedly amounted to only a fraction of those claimed. The SEC is also challenging assertions that the offerings were registered with US authorities, noting that neither the rights certificates nor the tokens ever received SEC approval. Even more striking, the company’s claim of having raised $3 billion from investors was allegedly an exaggeration with the real value being closer to just over $100 million.

Among the individuals named in the suit is Unicoin’s general counsel, Richard Devlin, charged with making similarly misleading statements in the company’s offering materials.

The case raises broader questions about the credibility of crypto-linked asset claims, the role of legal oversight within tech start-ups, and whether traditional investor protections are keeping pace with innovation.

As the SEC continues to signal its intent to bring more structure and accountability to a volatile sector, this enforcement action may set a precedent: that even in the loosely regulated world of digital assets, grandiose marketing and vague promises have limits.

Background

Unicoin, Inc., previously known as TransparentBusiness, originated in 2015 as a software-as-a-service venture focused on remote workforce management. While the firm’s common stock was registered under Section 12(g) of the Exchange Act, it was never publicly traded on any exchange.

Over the years, the company expanded its footprint by acquiring entities linked to freelance work and staffing services, positioning itself at the intersection of software and labor market services.

A key strategic turn came in April 2021 when Unicoin took a controlling stake in Unicorns, Inc., a media production company led by CEO Alex Konanykhin. Unicorns, Inc. created Unicorn Hunters, a reality-style streaming series that offered promotional exposure to private companies in exchange for equity stakes: an arrangement that became a major source of Unicoin’s self-reported asset base.

The show’s premise, publicizing pre-IPO firms to a wide audience, was instrumental in Unicoin’s pivot from workforce tech to digital finance. Through its involvement in Unicorn Hunters, the company accumulated minority stakes in seven private firms, valuing these assets at just over $8 million by the end of 2024.

Despite these modest valuations, Unicoin began recasting itself in early 2022 as a cryptocurrency issuer, marketing future tokens, dubbed “Unicoins,” as asset-backed by holdings that included the equity interests it held. The shift toward crypto was made under the direction of Konanykhin, who maintained control over all major operations and oversaw the actions of all senior executives.

This strategic pivot, accompanied by glossy branding and outsized promises, would become the basis for the SEC’s fraud allegations.

Fictitious asset-backed guarantees

Unicoin and its senior leadership promoted their crypto venture by asserting that the tokens and “rights certificates” they sold were backed by a diversified and substantial pool of tangible assets, including real estate and equity in “pre-IPO” companies showcased on their media platform, Unicorn Hunters.

These claims were central to Unicoin’s value proposition and were repeated in private placement memoranda (PPMs), investor briefings, and extensive marketing campaigns. The February 2022 PPM promised buyers they were acquiring a stake in a global fund of innovations, less volatile than traditional crypto due to asset-backing, and capable of generating dividends.

These promises were allegedly intended to differentiate Unicoin from other similar ventures and position it as a supposed superior alternative to unbacked cryptocurrencies like Bitcoin.

In reality, the SEC contends that these claims were largely illusory.

Despite repeated references to billions in assets backing its tokens, Unicoin never valued its holdings, which largely consisted of minority stakes in early-stage companies, at more than $10 million. More significantly, sworn testimony from executives revealed there was never any intent to actually back the tokens with real assets.

The use of regulatory-sounding language like “SEC-registered” and “SEC-compliant” further obscured the true nature of the offering, misleading investors into believing they were purchasing a secure and regulated product.

Inflated real estate valuations

The company also promoted Unicoin tokens as being backed by valuable real estate holdings around the world.

In press releases and investor communications, Unicoin executives claimed ownership of high-value properties in countries such as Argentina, Thailand, Antigua, and the Bahamas. The total value of these acquisitions was publicly reported as exceeding $1.4 billion.

These claims served to enhance the perceived legitimacy and stability of Unicoin, which marketed itself as a “next-generation” crypto asset grounded in tangible, appreciating real estate.

However, according to the SEC’s investigation, most of these property deals were never finalized. In several cases, Unicoin did not hold title to the properties that it claimed to own. The few properties it did control were worth a fraction of their advertised values.

For instance, a Thai property repeatedly cited as being worth $241 million was ultimately valued at no more than $15 million. Despite internal knowledge of these discrepancies, executives continued to tout the properties as real, closed deals, embedding them into broader narratives of asset-backed strength and future token value growth.

Falsified sales milestones

To simulate strong market demand, Unicoin and its promoters grossly exaggerated the amount of money raised through the sale of Unicoin Rights Certificates. These sales were routinely celebrated as fundraising milestones, with Unicoin executives publicly announcing achievements such as $200 million, $500 million, and even $3 billion in sales.

These claims were widely circulated through social media, press releases, and promotional events, creating the illusion of mass investor participation and market validation.

In reality, the actual capital raised never exceeded $110 million during the relevant period. The SEC found that the numbers were fabricated or significantly inflated at every milestone.

Despite this large discrepancy beteween claim and reality, Unicoin continued to use these inflated figures to lure more investors and build credibility with potential buyers. This misrepresentation of financial success played a crucial role in perpetuating the cycle of deception around the company’s offerings and stoked further speculative interest from retail investors.

 “Century-long runway”

Perhaps the most brazen distortion was Unicoin’s portrayal of its financial resilience. Executives regularly told investors and the public that the company had enough financial resources to sustain operations for “decades” or even “centuries.”

These proclamations were not just made in passing, they were emphasized at investor meetings, crypto conferences, and across Unicoin’s digital platforms as a reason for long-term confidence in the company.

Yet internal records and executive testimony reveal a different picture: the company’s financial runway was far shorter, often less than a year, and heavily dependent on continuous fundraising. The “140% program”, which offered inflated valuations to property owners in exchange for Unicoin certificates, was one of several strategies used to prop up the illusion of capital strength.

By the end of 2023, the company claimed to have acquired over $100 million in real estate through such exchanges; the SEC found that this figure was under $1 million in reality.

This misrepresentation not only distorted the company’s true financial condition but also deprived investors of the disclosures required under federal securities law for unregistered public offerings.

Charges

At the heart of the SEC’s complaint lies a sweeping allegation of fraud under Section 17(a)(1)–(a)(3) of the Securities Act of 1933.

Unicoin, along with CEO Alex Konanykhin, former president Silvina Moschini, and former CIO Alex Dominguez, is accused of knowingly or recklessly misleading investors at nearly every stage of its fundraising campaign. Promotional materials, ranging from flashy ads to investor pitch decks, presented Unicoin’s tokens and rights certificates as secure, asset-backed investments, when in fact the company neither owned the promised assets nor intended to back the tokens with them.

The SEC’s second charge extends the allegations of deceit to cover broader market activity, citing violations of Section 10(b) of the Securities Exchange Act of 1934 as well as the act’s Rule 10b-5. The complaint alleges that Unicoin and its top executives engaged in a sustained pattern of misstatements and market manipulation, using bold claims and strategic media appearances to mislead the public.

In an unusual but notable move, the SEC also names Unicoin’s general counsel, Richard Devlin, for his role in disseminating misleading information. While not accused of intentional fraud, Devlin faces charges under Sections 17(a)(2) and (a)(3) for negligently allowing false statements to enter private placement memoranda, which were documents intended to inform potential investors.

Beyond misstatements, the SEC alleges that Unicoin and Konanykhin violated the bedrock requirement of the Securities Act, namely Sections 5(a) and 5(c), which require companies to register their securities offerings, or qualify for an exemption, before approaching the public. According to the complaint, Unicoin failed to do either.

Finally, the SEC seeks to hold Konanykhin personally accountable under the Exchange Act’s “control person” provision, Section 20(a). According to the SEC, Konanykhin not only had the power to prevent the misconduct, he helped drive it.

A moment of agreement 

The SEC’s case against Unicoin arrives at a moment of pronounced internal discord over how the Commission should regulate crypto markets. On one end of the spectrum, Commissioner Caroline Crenshaw has voiced alarm at what she sees as an erosion of regulatory rigor, warning, in her SEC Speaks address, that the agency risks dismantling its own foundations “like tumbling Jenga pieces.”

On the other side stands Commissioner Hester Peirce, who is calling for a clean break from enforcement-led crypto oversight. She has championed safe harbors and exemptions for projects that may resemble securities only during their formative stages.

Despite this apparent schism in regulatory philosophy, the SEC’s enforcement action against Unicoin signals a rare area of consensus: wherever digital assets are marketed under false pretenses, the agency can and will act. So while Peirce and Crenshaw may diverge on what future crypto policy should look like, the Commission is unified in confronting anything that may constitute outright fraud.