On May 20, 2025, the U.S. Securities and Exchange Commission (SEC) filed a 77-page civil fraud complaint in the Southern District of New York (No. 1:25-cv-4245), charging Unicoin, Inc. (formerly TransparentBusiness, Inc.) and four of its senior leaders with orchestrating a massive unregistered securities offering and making pervasive false statements to investors. The SEC alleges that, from February 2022 through the present, the defendants raised more than $100 million from over 5,900 investors worldwide by selling “Unicoin Rights Certificates” at staged milestones while misrepresenting the project’s asset backing, regulatory status, and financial health.

Unicoin launched in early 2022 alongside the reality-investment show Unicorn Hunters, promising a dividend-paying, equity-backed cryptocurrency whose tokens would be supported by stakes in pre-IPO unicorn startups and high-value real estate. Led by founder and CEO Alexander Konanykhin, alongside co-founder and former president Silvina Moschini, ex-CIO Alejandro Dominguez, and General Counsel Richard Devlin, the project touted audited financials, SEC registration, and a diversified asset portfolio purportedly worth billions. High-profile advisors such as Steve Wozniak and Rosie Rios amplified Unicoin’s message of stability compared with volatile crypto markets. Despite repeated promises, no public token sale (ICO) or exchange listing has occurred as of filing, and no IPO has ever launched.

Four Categories of Fraudulent Misrepresentations in the SEC Complaint

The SEC’s Complaint organizes the defendants’ misconduct into four core misrepresentation categories:

  1. False Asset-Backed Claims:
    Unicoin repeatedly asserted that its tokens and Rights Certificates were backed by billions of dollars in real estate and equity interests. In reality, executives never intended to securitize tokens with those assets, and later appraisals revealed values only in the millions, not billions, if the properties had even been acquired.
  2. Exaggerated Real-Estate Valuations and Non-Closures
    Four headline transactions—mining rights in Argentina ($150 million claimed), a Thai resort ($241 million claimed), 394 acres in Antigua ($680 million claimed), and Bahamas holdings ($396 million claimed)—were either never closed, based on cost-to-build rather than as-is market appraisals, or involved sellers with proven fraud histories.
  3. Inflated Fundraising Milestones
    Public announcements boasted $100 million, $200 million, $500 million, $2 billion, and even $3 billion in Unicoin sales, despite SEC filings showing that total unrefunded proceeds never exceeded ~$110 million. Many sales included optional five-year installment plans that most investors never paid.
  4. Misleading Runway and Financial Viability
    While audits and internal reports warned that Unicoin had only a 3–4 month operating runway without fresh capital, executives publicly claimed the real-estate portfolio alone would sustain the company for decades or centuries.

Unregistered Offering of Unicoin Rights Certificates as Securities

Rather than issuing a token on a public exchange, Unicoin sold contractual Rights Certificates under private placement memoranda (PPMs) and purported exemptions (Reg D, Rule 506(c), Reg S). Those certificates were explicitly labeled securities, yet never registered with the SEC.

  • Statutory Underwriter Liability: CEO Konanykhin received over 282 million certificates himself and then resold 37.9 million of them, often at discounted prices, directly to at least 180 investors without any accredited-investor verification. His side sales circumvented the PPM eligibility restrictions and created an unregistered distribution to the public.
  • General Counsel Negligence: Richard Devlin drafted and approved the PPMs containing misleading statements and failed to ensure proper compliance, resulting in separate negligence charges under Section 17(a)(2)-(3).

SEC’s Legal Theories and Remedies Sought

The SEC alleges five claims for relief:

  1. Securities Act Section 17(a)(1)-(3) Anti-Fraud against Unicoin, Konanykhin, Moschini, Dominguez;
  2. Exchange Act Section 10(b)/Rule 10b-5 Anti-Fraud against the same four;
  3. Securities Act Section 17(a)(2)-(3) (negligence) against Devlin;
  4. Securities Act Sections 5(a) & 5(c) (unregistered offering) against Unicoin and Konanykhin;
  5. Exchange Act Section 20(a) (control-person liability) against Konanykhin for Unicoin’s Exchange Act violations.

According to the SEC press release, the complaint seeks permanent injunctions, disgorgement of ill-gotten gains (with prejudgment interest), civil monetary penalties, and officer-and-director bars against Konanykhin, Moschini, and Dominguez. The press release also states that Devlin has already settled by paying a $37,500 fine and agreeing to an injunction without admitting or denying the allegations.