VERI Fair Fund
Frequently Asked Questions
1. What are the details of the SEC’s settlement with Veritaseum, Inc.?
On August 12, 2019, the SEC commenced an action against Reginald Middleton, Veritaseum, Inc., and Veritaseum, LLC (collectively, the “Defendants”). The SEC alleged that, beginning on April 25, 2017, the Defendants fraudulently raised approximately $14.8 million from the unregistered sales of digital securities called “VERI” based on a series of false and misleading statements to potential and actual investors, including misrepresentations about the potential profitability and viability of Veritaseum’s purported operations, the use of funds raised in the VERI initial coin offering (“VERI ICO”), and the amount of funds raised in the VERI ICO. The SEC further alleged that, after the VERI ICO, Middleton placed manipulative VERI trades on a digital asset platform to artificially increase its price and then publicly touted the price increases.
On November 1, 2019, the Court entered the Final Judgment that ordered the Defendants pay disgorgement of $7,891,600 and prejudgment interest of $582,535 and ordered Middleton to pay a civil penalty of $1,000,000. The Court created the Veritaseum Fair Fund pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, 15 U.S.C. § 7246(a), combining the collected disgorgement, prejudgment interest, and civil penalties for distribution (the “VERI Fair Fund”).
SEC v. Middleton et al., Case No. 19-cv-4625
2. Who is eligible to participate in the distribution of the Fair Fund?
You may be eligible for compensation from the VERI Fair Fund if:
You acquired VERI for value between April 25, 2017 (the date VERI sales began) through August 14, 2019 at 12:01 a.m., EST, (the “Relevant Period”). This includes include anyone who received VERI for value, such as those who received VERI in exchange for Veritaseum “Class B” shares or Colored Coins.
3. Who is not eligible to participate in the distribution of the VERI Fair Fund?
You are not eligible to participate in the distribution of the VERI the Fair Fund if you are or were:
- Reginald Middleton, Veritaseum, Inc., and Veritaseum, LLC (collectively, the “Defendants”);
- Any past or present director or officer of Defendants, or any of Defendants’ past or present affiliates who served in such a capacity during the Relevant Period and were directly involved in the conduct detailed in the Complaint;
- Any employee or former employee of Defendants or of any of its past or present affiliates who has been terminated for cause in connection with the violations alleged in the Complaint or any related Securities and Exchange Commission (“SEC”) action, or who was otherwise terminated or has resigned in connection with the violations alleged in the Complaint or any related SEC or criminal action;
- Any affiliates, assigns, creditors, heirs, distributees, spouses, parents, children, or controlled entities of any of the foregoing persons or entities described in 1–3, above;
- Any purchaser or assignee of another person’s right to obtain a recovery from the Veritaseum Fair Fund, provided, however, that this provision shall not be construed to exclude those persons who obtained such a right by gift, inheritance, devise or operation of law; and
- The Distribution Agent, its partners, agents, or employees, and those persons assisting the Distribution Agent in its role as the Distribution Agent.
4. What is considered my official date of purchase (or sale) of my VERI assets?
Time of acquisitions or sales is determined based on transaction initiation, not upon transaction completion.
5. I inherited (or received as a gift) VERI assets. Am I eligible to file a claim?
The eligibility of a claim is dependent upon when the VERI assets were originally acquired. The receipt of VERI by gift or inheritance, for example, does not constitute a purchase for purposes of determining eligibility. If the original owner of the VERI purchased during the relevant period, you may be eligible to recover for those inherited or gifted shares. If the original owner purchased the VERI outside of the relevant period, you would not be eligible for recovery. The Distribution Agent, in its discretion, will consider all of these circumstances.
The Claim Form
6. How do I apply to participate in the VERI Fair Fund? How do I file a claim?
If you would like to apply to participate in the VERI Fair Fund, you must submit a completed claim form on or before June 17, 2021.
You can file your claim using our online claims system here. You will enter all of your information directly into the online claim form.
In general, completion of the claim form will suffice to evidence your claim; the Distribution Agent intends to validate claims based on claimant submissions and blockchain transactional data. However, in some cases, the Distribution Agent may require additional information and you will be able to upload that information here. If you are unable to scan your supporting documentation, you can mail the supporting documentation directly to the Distribution Agent at the address provided herein.
The Distribution Agent, in its discretion, may permit the submission of claims via an alternative claims filing procedure for those individuals establishing they are not able to use the online claims filing form. You must contact the Distribution Agent directly by sending an email request to [email protected] seeking permission to submit a claim using an alternative claims filing procedure.
7. What is the deadline for submitting the claim form?
The claim form must be submitted on or before November 1, 2021.
8. Do I need to submit supporting documents with my claim form?
The Distribution Agent intends to validate claims based on claimant submissions and blockchain transactional data. In many instances, the blockchain data will provide automated validation for claimants. However, in some circumstances, the Distribution Agent will solicit additional information from claimants. Any documentation requirements will be communicated directly to each claimant by the Distribution Agent.
9. Will my information be kept confidential?
10. Why does the claim form ask for my phone number and email address?
The claim form asks for your phone number and email address so you can be contacted promptly if additional information is needed by the Distribution Agent to process your claim form. The Distribution Agent will not voluntarily release this information to any person or entity not involved with the VERI Fair Fund.
11. Why does the claim form ask for my Social Security Number (“SSN”), Tax Identification Number (“EIN”) or Passport ID Number?
The Distribution Agent needs this information to administer your claim during the claim administration process. These identifying items are necessary for a number of reasons, including enabling the Distribution Agent to ensure payments from the Fair Fund are not directed to prohibited participants listed on the U.S. Treasury’s Office of Foreign Asset Control’s (OFAC) records.
We recognize the importance of keeping your personal information secure, and we do everything under our control to ensure this data is protected. This personal information will only be used as necessary to administer your claim during the claim administration process.
12. What should I do if the investor has died? How should the claim form be completed?
If the owner of the VERI has died, and would have otherwise met the eligibility requirements of the VERI Fair Fund, the estate or the legal heirs may be eligible for a distribution. The executor or administrator of the estate should sign and submit the claim form denoting his or her title (for example, “Executor of the Estate of John Doe”) on the signature page.
If no estate was opened, or if the estate is now closed, all the legal heirs of the investor should sign their names on the claim form, and add the word “Heir”. In either circumstance, you must attach copies (please do not send originals) of any legal documentation providing evidence of the death and that you are the executor or administrator of the estate (for example, the Court order appointing the executor or administrator), or the legal heir of the deceased (for example, the final, probated, will).
If you had a co-owner of the VERI who has died, you should sign the claim form yourself, and send copies of documents that show:
- The co-owner has died (for example, a copy of the death certificate); and
- You are legally entitled to the co-owner’s interest in the VERI.
13. I acquired my VERI assets using more than one wallet. Should I file a separate claim for each wallet address?
You should include all of your transactions in VERI tokens during the relevant period in one claim form, even if they were purchased or held using different wallet addresses. The claim form affords claimants with the ability to enter all transaction hashes for transactions through which you acquired VERI by purchase, as compensation for services or labor, or in exchange for anything of value.
Validation of My Claim
14. What is the control token process?
The control token is an ERC-20 token that was created by the Distribution Agent for the sole purpose of validating a person’s claim that he or she controls the private key associated with a specific public address that was used to purchase the VERI tokens. The control tokens have no monetary or other intrinsic value.
The Distribution Agent does not intend to use or otherwise commercially exploit the control token for any purpose other than confirming a party’s control over a specific public address as described above.
As part of the claims validation process, the Distribution Agent will use a control token to confirm a prospective claimant’s control over the private key needed to cryptographically sign transactions for the relevant public addresses (i.e., where the VERI tokens are held by the claimant).
15. How do I complete the control token process?
The Distribution Agent will send a control token to each wallet address that you provided in your claim filing. In order to establish control of the address provided and sufficiently validate your claim, you must follow the instructions set forth below:
- Upon submission of your claim using the online claim filing template, the control token process will be initiated to enable the claim validation process.
- Shortly after the completion of your online claim filing, a control token will be sent to each wallet address that you submitted in your claim.
- The claimant will then have to return a certain amount of the control token shown in the email to the wallet address provided by the Distribution Agent. You must transfer the control token directly to the Distribution Agent’s designated wallet address from the address that received the token. The Distribution Agent’s designated wallet address is 0x1c024809382B1b6753709c0D020c9F5675C7b2D6. Avoid transferring the token to intermediate addresses.
- Once you return the correct portion of the control token to the wallet address provided by the Distribution Agent, you will receive a confirmation from the Distribution Agent.
If you require additional guidance regarding wallet conformation please review the linked instructions for confirming your wallet address using MetaMask.
We will never ask you to send Ether or any other digital assets, other than the control token. If you receive a request to transfer other assets, do not comply.
If you are unable to locate or otherwise access an unencrypted copy of your private key, and as a result, are unable to return the control token to the Distribution Agent, please consult FAQ # 17.
If you acquired your VERI tokens using a hosted wallet (e.g., an exchange) and they remain in a hosted solution, please consult FAQ # 18 for additional instructions.
16. How do I complete the claims process if I acquired my VERI tokens in a hosted wallet (e.g., an exchange), and the tokens remain in a hosted solution?
If your VERI remains in a hosted wallet, but you can transfer the VERI to your private wallet, then please do so and commence the claims process described above. Otherwise, the Distribution Agent will require additional information and you will be able to upload that information here. If you are unable to scan your supporting documentation, you can mail the supporting documentation directly to the Distribution Agent at the address provided on our contact page.
17. I don't see the Control Token in my wallet. How do I find it?
The control token may not be automatically recognized by some wallets. You must use a wallet that allows for custom contracts and tokens and can interface with the Ropsten testnet. We recommend using the MetaMask extension for Chrome, Firefox, Brave or Edge. Installing the extension is fairly simple and detailed instructions can be found at https://metamask.io/faqs.html. You will need to import into Metamask the private key(s) for the addresses submitted with your claim. Once your wallet is set up and your private key(s) have been imported, simply click the “ADD TOKEN” button. Then select “Custom Token” and input the following for the Token Contract Address: 0xA9210880dc4BDE3871243949029c45bEecC99CB8. You should now see a VRCT token under your “Assets”. Finally, at the top of the extension, select “Ropsten Test Network”.
18. When should I receive the Control Token and email with instructions on the amount to send back?
You should receive the Control Token and email within a few hours of submitting a completed claim form. If you have not received either after 24 hours from the time you submitted the claim form, you can email [email protected] for further instructions.
19. Why must I send back a certain amount of the Control Token?
Because this allows us to verify that your email address is controlled by the same person controlling the private key to the relevant account.
20. I lost the private key or otherwise am unable to interact with the relevant addresses. What should I do?
Contact the Distribution Agent at [email protected] and include an explanation on why you are unable to interact with the addresses. We will contact you with alternative procedures for validating your ownership of the claim.
21. How much is the Control Token worth?
22. Why is the validation being done on a testnet?
Currently, gas fees are exceptionally high on the mainnet. Because we are not concerned with double spend and similar issues, we are avoiding the significant expense of incurring those transaction charges on the mainnet. We are only concerned with whether the recipient is able to sign the transaction with the proper private key.
23. What if I have ether or other tokens having value in the same account as my VERI tokens?
Depending on your level of comfort in securely handling private keys and/or mnemonic seed words, you may want to transfer any ether or other assets having value to another wallet before exposing the private keys or mnemonic seed words that may need to be imported into MetaMask or other wallet you use to access the testnet.
24. Do I need to provide the private key in order to submit claim?
NO, WE WILL NEVER ASK YOU TO PROVIDE US WITH YOUR PRIVATE KEY(S) OR ANY OTHER INFORMATION THAT WOULD COMPROMISE THE SECURITY OF YOUR PRIVATE KEY(S). WE ARE ABLE TO VALIDATE YOUR CONTROL OVER THE PRIVATE KEY BY HAVING YOU RETURN SOME AMOUNT OF THE CONTROL TOKENS BACK TO US. IF YOU RECEIVE ANY REQUEST ASKING FOR YOUR PRIVATE KEY(S), SEED WORDS OR OTHER INFORMATION THAT COULD COMPROMISE THE SECURITY OF YOUR PRIVATE KEY(S), DO NOT PROVIDE IT. YOU CAN ALSO CONTACT US AT [email protected] IF YOU ARE UNSURE ABOUT ANY INSTRUCTIONS.
After Your Claim Form Is Submitted
25. Will I be notified whether my claim was received by the Distribution Agent?
Yes, you will receive an electronic confirmation and corresponding claim ID immediately upon submitting your claim.
26. Will I be notified whether my claim is accepted, rejected or deficient?
Yes. A determination notice will be sent to all claimants that filed a claim form. The determination notice will provide each claimant with the status of their claim: approved, deficient or ineligible. If your claim is deficient, we will provide an explanation of the deficiency and an instruction regarding what is required to cure the deficiency. If your claim is determined to be ineligible, the determination notice will provide the reason for such denial. All information submitted in response to a determination notice, either attempting to cure a deficient claim or requesting reconsideration of a rejected claim, must be sent no more than 20 days after the date of your determination notice.
27. How much will I be paid if I am eligible?
Until all claims have been fully processed, it is not possible to determine the amount of any individual payment because the amount will depend on a variety of factors; including, the number of eligible claims processed, the total dollar amount of the eligible claims, the amount of VERI that you purchased, and the timing of your purchase and sale transactions. If you are determined to be eligible, the amount of your recovery will be based on a plan of distribution proposed by the Distribution Agent in consultation with the Commission and approved by the Court. If the aggregate losses of all claimants exceeds the value of the VERI Fair Fund, the VERI Fair Fund will be distributed to eligible claimants proportionately based upon the ratio of the eligible losses of each claimant to the aggregate eligible losses of all eligible claimants.
28. Will I have to pay taxes on my payment?
We cannot provide tax or other legal advice on this matter. It is your responsibility to determine and pay any federal, state or other taxes you may owe on recoveries you receive from the VERI Fair Fund. The Distribution Agent, working in conjunction with the tax administrator, will provide a general tax statement to you at the time of distribution. However, we recommend that you consult your tax advisor.
29. What should I do if my information (e.g., address) changes after I submit my claim form?
It is your responsibility to make sure the Distribution Agent has your current information. You can update your information by calling (800) 765-7251, or sending an email to [email protected].
Effect of Submitting a Claim
30. Am I giving up any legal rights against Veritaseum, its past and present directors, officers, advisors or agents by filing a claim form?
No. By submitting a claim form, you are not forfeiting any rights or claims you may have against Veritaseum, its past and present directors, officers, advisors or agents.
31. Is this case a class action?
No. This Fair Fund settlement is the result of an enforcement action brought by the U.S. Securities and Exchange Commission.
32. Do I still own the VERI tokens after I submit a claim? Will I have to submit my VERI tokens in order to complete the claims process?
Yes, you still own the VERI tokens that you purchased even if you submit a claim to the Fair Fund. Further, submission of your VERI tokens will not be required to complete the claims process.
Getting More Information
33. I still have some questions. Who can I contact?
If you have additional questions, you may:
• Call toll-free (800) 765-7251, Monday – Friday between 8:30am and 5:00pm, Eastern Standard Time;
• Send an email to us at [email protected]; or
• Write to: Veritaseum Fair Fund, c/o RCB Fund Services LLC, 17 Technology Pl, Suite 1, Syracuse, NY 13057