SEC Charges Issuer, CEO, and Former CTO for $2.6 Million Unregistered Crypto Asset Securities Offering

Litigation Release No. 25599 / December 21, 2022

Securities and Exchange Commission v. Thor Technologies, Inc. and David Chin, No. 3:22-cv-09043 (N.D. Cal. filed Dec. 21, 2022) and Securities and Exchange Commission v. Matthew Moravec, No. 3:22-cv-09044 (N.D. Cal. filed Dec. 21, 2022)

The Securities and Exchange Commission today charged Thor Technologies, Inc., David Chin, Thor's co-founder and CEO, and Matthew Moravec, Thor's co-founder and former CTO, with conducting an unregistered offering of securities through an initial coin offering.

According to the SEC's complaint against Thor and Chin, between March and May 2018, the defendants offered and sold crypto assets designated as "Thor Tokens" to the general public for the purpose of funding Thor's business, which was to develop a software platform for "gig" economy workers and companies. As alleged, Thor and Chin marketed the Thor Tokens as an investment opportunity by promoting the potential increase in value of the tokens and claiming that the tokens would be made available on crypto asset trading platforms. According to the complaint, at the time of the offering, no development work had yet occurred on the Thor platform, and there was no other place to use Thor Tokens. The complaint further alleges that the offers and sales of Thor Tokens, which raised approximately $2.6 million in cash and crypto assets from investors, were not registered with the SEC and did not qualify for any exemption from registration.

The SEC's complaint, filed in the U.S. District Court for the Northern District of California, charges Thor and Chin with violating the securities registration provisions of Sections 5(a) and (c) of the Securities Act of 1933 ("Securities Act"). The SEC seeks injunctive relief, the return of allegedly ill-gotten gains plus prejudgment interest, and civil penalties.

The SEC filed a second complaint alleging that Moravec also engaged in the unregistered offer and sale of Thor Tokens in violation of Sections 5(a) and (c) of the Securities Act. Moravec has agreed to settle with the SEC and to the entry of a judgment against him imposing permanent and conduct-based injunctions, including a prohibition for a period of three years from participating in any offering of a crypto asset security; ordering him to disgorge $407,103 plus prejudgment interest of $72,209.45; and imposing a civil penalty of $95,000. The settlement is subject to court approval.

The SEC's investigation was conducted by Ruth L. Hawley and Erin E. Wilk, and supervised by Jeremy E. Pendrey and Monique C. Winkler of the SEC's San Francisco Regional Office. The SEC's litigation against Thor and Chin will be led by Marc Katz, Ms. Hawley, and Ms. Wilk.