The Securities and Exchange Commission (SEC) has taken action against Impact Theory, a prominent media and entertainment company headquartered in Los Angeles. The SEC alleges that Impact Theory engaged in an unregistered offering of non-fungible tokens (NFTs), a type of crypto asset security that has gained immense popularity in recent years. The charges bring to light significant issues surrounding investor protection, regulatory compliance, and the evolving landscape of digital assets.

The Securities and Exchange Commission (SEC) has taken action against Impact Theory, a prominent media and entertainment company headquartered in Los Angeles.

The Unregistered Offering

From October to December 2021, Impact Theory launched an offering of NFTs, known as Founder’s Keys, categorized into three tiers: “Legendary,” “Heroic,” and “Relentless.” These NFTs were presented to potential investors as more than just digital collectibles; they were marketed as an investment into the company itself. Impact Theory positioned the purchase of Founder’s Keys as a stake in the company’s success, with promises of potential profits if the company achieved its ambitious goals.

Central to the SEC’s charge is the contention that these NFTs constituted investment contracts, effectively making them securities under federal securities laws. Despite the innovative and novel nature of NFTs, the SEC asserts that the principles of investor protection and transparent market practices still apply.

The SEC’s Perspective

Antonia Apps, Director of the SEC’s New York Regional Office, emphasized the importance of adhering to regulatory requirements. She noted, “Absent a valid exemption, offerings of securities, in whatever form, must be registered… investors of all types are deprived of the protections afforded them by the robust disclosures and other safeguards long provided by our securities laws.”

The case highlights the SEC’s commitment to safeguarding investors and maintaining a level playing field in the investment landscape. This action reinforces the principle that regardless of the innovative technology or medium involved, companies must ensure they comply with established regulations to maintain the trust of investors and the integrity of the market.

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Consequences and Settlement

In response to the SEC’s findings, Impact Theory did not admit or deny guilt but agreed to a cease-and-desist order acknowledging its violation of registration provisions outlined in the Securities Act of 1933. The settlement requires Impact Theory to pay a total of over $6.1 million in disgorgement, prejudgment interest, and a civil penalty. Furthermore, a Fair Fund will be established to reimburse investors who suffered losses due to the unregistered offering.

Additionally, as part of the settlement, Impact Theory will destroy all Founder’s Keys in its possession or control and eliminate any future royalties from secondary market transactions involving these NFTs. The company is also required to publicly acknowledge the SEC’s order on its websites and social media channels, ensuring transparency and accountability.

About Impact Theory

Impact Theory is a media and entertainment company headquartered in Los Angeles, California. It was founded by Tom Bilyeu, Lisa Bilyeu, and Bill Bilyeu. The company is known for producing content that focuses on personal development, empowerment, and self-improvement. Impact Theory’s mission is to inspire and empower individuals to reach their full potential and make a positive impact on the world.

Impact Theory creates a wide range of content, including videos, podcasts, interviews, and articles, often featuring interviews with thought leaders, entrepreneurs, and experts in various fields. The company’s content covers topics such as mindset, motivation, health, business, and success. They aim to provide valuable insights and practical advice to their audience to help them overcome challenges, set and achieve goals, and lead more fulfilling lives.

One of Impact Theory’s notable endeavors is their interview-style show called “Impact Theory with Tom Bilyeu,” where Tom Bilyeu engages with guests in in-depth conversations about their journeys, experiences, and insights. These conversations are designed to inspire viewers and offer actionable takeaways for personal growth and development.

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Impact Theory has gained a significant following, particularly in the self-improvement and personal development communities. Their content is often shared across various social media platforms, and they have attracted a diverse audience of individuals seeking motivation and guidance in various aspects of their lives.

The company’s approach combines entertainment and education, creating content that is both engaging and informative. Through their various content formats, Impact Theory aims to foster a positive impact on individuals’ lives and help them become the best versions of themselves.


The SEC’s action against Impact Theory underscores the importance of regulatory compliance, transparency, and investor protection in the rapidly evolving world of digital assets. While NFTs and other crypto assets offer exciting opportunities for innovation and investment, it is imperative that companies operate within established legal frameworks to maintain the integrity of the financial markets. As the digital asset landscape continues to develop, market participants, investors, and regulators alike must work together to strike a balance between innovation and responsible business practices.

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