With the Securities and Exchange Commission’s (“SEC”) recent release of over 80 subpoenas to issuers and others involved in token sales, and Chairman Clayton’s belief that “every Initial Coin Offering [he’s] seen is a security,” we thought it useful to explore the general reach of the U.S. Government (the SEC and the Department of Justice) and private litigants to pursue civil and criminal claims against offshore token sales under the Securities and Exchange Act of 1934’s (the “Exchange Act”) anti-fraud provision, Rule 10b-5.