ADMINISTRATIVE PROCEEDING
File No. 3-19332

August 12, 2019 - The Securities and Exchange Commission today announced settled charges against a New England-based blockchain company for offering and selling approximately $6.3 million of securities to the public in unregistered transactions.

According to the SEC's order, in late 2017, SimplyVital Health, Inc. publicly announced its plan to conduct a token sale-an "Initial Coin Offering" or "ICO"-to raise money to further its development of Health Nexus, a "healthcare-related blockchain ecosystem." SimplyVital offered a new token called Health Cash, or HLTH, which, it stated, would be used as currency in the Health Nexus. SimplyVital concurrently announced that it would conduct a "pre-sale" of its HLTH tokens, in which it offered investors Simple Agreements for Future Tokens, or SAFTs, under which it sold HLTH tokens that would not be delivered to investors unless and until created by SimplyVital. The order finds that SimplyVital did not file a registration statement with the Commission or qualify for an exemption from registration before offering and selling HLTH to the public through the SAFTs.

According to the SEC's order, SimplyVital raised approximately $6.3 million from its unregistered sale of securities in between September 2017 and April 2018. After concluding its pre-sale in April 2018, SimplyVital ultimately decided not to offer and sell HLTH during its scheduled ICO. In 2019, SimplyVital voluntarily returned to investors substantially all of the funds raised during its pre-sale.

The SEC's order finds that SimplyVital violated the registration provisions of Sections 5(a) and (c) of the Securities Act of 1933. Without admitting or denying the SEC's findings, SimplyVital consented to a cease-and-desist order.

The SEC's investigation was conducted by Michael Vito, Peter Bryan Moores, and Celia D. Moore of the SEC's Boston office.