tZERO

tZERO is regulated infrastructure for tokenized securities, born inside Overstock.com in 2014 and now part-owned by Beyond, Inc. (22% direct) and Intercontinental Exchange. Its subsidiaries hold the licenses: tZERO Securities, LLC is a FINRA broker-dealer that operates an SEC-regulated alternative trading system for digital asset securities (since 2019) and acts as placement agent, broker of record and escrow agent on token offerings; tZERO Digital Asset Securities, LLC is a special purpose broker-dealer approved in September 2024 to custody digital securities; the group also runs an SEC-registered transfer agent, an issuance platform, an exempt reporting adviser and a CFTC introducing broker. Issuers pay tZERO to tokenize and sell their securities under Reg D, Reg A+ or Reg CF; investors open a brokerage account on platform.tzero.com, subscribe, hold the token at the affiliate custodian or in a permitted wallet, and can trade it on the ATS if a counterparty appears.

The licenses are real and current: SEC-regulated ATS, FINRA member broker-dealer, special purpose broker-dealer custodian, SEC transfer agent, with audited annual filings for both broker-dealers. The regulatory record has one event: the SEC's January 2022 order finding tZERO ATS willfully violated Regulation ATS by sharing order-book data with two third parties without timely disclosure and lacking fair-access standards, settled for $800,000 and censure. Three cautions matter more than that history. The two broker-dealers investors deal with ended 2025 with $521,737 and $635,723 of net capital, earned 40% and 74% of their revenue from the parent's own token, and state that they depend on the parent for funding; the parent's last public audit (FY2023) carried a going-concern note. The custodian's Form CRS says SIPC protections may not apply to digital asset securities. And tZERO's own TZROP token, sold to 920 retail investors for $75.9 million, never had its contingent dividend declared and was converted in 2026 into 3 Series B plus 8 common per token, with the $10 floor and continuous trading surrendered. Legitimate, licensed, thin, and no substitute for underwriting the issuer.

Per the fee schedule effective September 4, 2026: 1% commission on each buy or sell of securities priced at $3.00 a share or more, or $0.03 a share on securities under $3.00; a non-refundable processing fee of up to 7% per primary-offering investment commitment; no account opening, maintenance, inactivity or retail custody fees; $25 for domestic wires and returned items, $50 for international wires, $5 for paper statements; debit balances at Fed Funds plus 125 basis points; ACH deposits held 15 business days before withdrawal. Issuers separately pay a placement stack (in the BRYTR PPM: 4% plus 1% of gross, $25,000 advisory, $1,000 escrow, $10,000 setup, $2,000 a month, $20 per investor, 35 basis points of custody with a $1,500 monthly minimum, $7,500 per smart contract) that comes out of the proceeds funding the business.

In principle yes, in practice rarely. FINRA's weekly transparency data for the venue (MPID PROS) shows notional traded falling from $28.9 million in 2022 to $5.9 million in 2025, of which 96% was tZERO's own TZROP token. TZROP converted into ordinary stock and stopped trading in May 2026; the week after, the entire ATS reported 32 shares, and the weeks through early August 2026 ranged from 63 to 3,917 shares across five listings. On September 12, 2026 the logged-out secondary screen showed six listings with zero volume on every row and quoted gaps such as $1.10 bid against $2.40 ask on Aspen Digital. tZERO now runs semi-annual auctions for its own former token because continuous trading had no depth. Assume any tZERO-listed token is illiquid.

TZROP was tZERO's Series A preferred security token, sold under Rule 506(c) in 2017 and 2018: $250 million offered, $75,905,562 sold to 920 investors. It carried a noncumulative dividend of 10% of adjusted gross revenue, conditioned on GAAP net income exceeding 10% of gross profit, and a redemption right at not less than $10.00 per token. The April 2026 consent solicitation states that no dividend was ever declared. Management proposed converting each TZROP into 3 Series B preferred shares (April 7, 2026), enhanced the offer to 3 Series B plus 8 common (April 16), and published a Dahn Consulting summary putting one TZROP's fair-value equivalence at 1.13 Series B or 2.76 common. On April 29, 1,594 holders voted 15,164,076 tokens (72.2% turnout), 84.6% in favor. Holders received Series B preferred with a 1.25x preference on a $0.5497 issue price, plus common, and semi-annual ATS auctions, and gave up the $10 floor, the dividend right and continuous trading. TZROP last traded the week of May 4, 2026.

Four cards were current on September 12, 2026. CarbonEnfo's $BRYTR token (BRYTR, LLC): $4.5 million at $1.00, a 12% share of net platform revenue from a solar-credit marketplace capped at $3.00 per token, Rule 506(c), $10,000 minimum; the Form D of April 17, 2026 reports nothing sold and CarbonEnfo had no material revenue at December 31, 2025. Kondoo Digital GmbH's Amana token: 400 million gaming tokens at $1.44 to $1.56, $100,000 minimum, no equity or dividend rights, sold by a Swiss company with no Form D on EDGAR. KNOWPIA's KNOWP preferred: up to 300 million shares at $0.01, $3 million maximum, $1 million minimum extended twice to June 30, 2026, with a PPM that says the company may go out of business without the raise and a Form D showing nothing sold since December 2023. C3 Bullion's $40 million Reg A+ at $5.00, listed as inactive pending updated documents after a CEO change and a share-surrender settlement. Twelve prior cards include tZERO's own TZROP, two Beyond, Inc. brand tokens, Aurox, Spirits Capital and six deals with no SEC filing under their names.

Outside tZERO's own TZROP ($75.9 million in 2018) and its parent's affiliates, very little that filings can verify. Commercial Strategies' Overstock IP token raised $466,520 and Zion Peaks' buybuy BABY token $395,920 in 2025; both are Beyond, Inc. subsidiaries placed by tZERO Securities. Aurox Holdings reported $327,356 of Reg CF commitments in March 2023 through tZERO Markets, an intermediary since terminated. Spirits Capital qualified a $35 million Reg A+ with tZERO ATS as escrow agent in November 2023 and reported zero shares sold on its June 2024 Form 1-Z. FINTECH.TV targeted $10,000 and filed no completion report; Invest Inc. qualified a Reg A+ in 2023 and has filed no annual report since; KNOWPIA's Form D has shown nothing sold for 33 months; BRYTR reported nothing sold at its April 2026 Form D. Quarter Homes' page shows a $147.2 million goal at 100% funded, but the same figure sits in the valuation-cap field and no Form D exists under that name, so AltStreet does not treat it as verified.

Beyond, Inc. (formerly Overstock.com, renamed on EDGAR to Bed Bath & Beyond, Inc. in 2025 and Neighborhood Intelligence, Inc. in August 2026) held 22% directly at June 30, 2026 and 38.7% combined with its indirect stake through Medici Ventures, L.P., down from 49.4% before the TZROP conversion; it carries the direct stake at $15.5 million. Intercontinental Exchange led the February 2022 Series B (about $70.6 million net raised that year, 140.9 million Series B shares) and describes itself as a significant minority shareholder; its exact stake is undisclosed. Former TZROP holders own about 30.6% on a fully diluted basis after the May 2026 conversion. Beyond offered up to $10 million of convertible notes in April 2026 and ICE announced a further investment of undisclosed size in August 2026. Alan Konevsky is CEO and chairman; Matt Mosman chaired the board at the September 2025 leadership change.

Once, on the record. In January 2022 the SEC found that tZERO ATS, LLC had shared information about its order book with two third parties without making timely Form ATS disclosures and had operated without written fair-access standards when Regulation ATS required them, a willful violation of Rules 301(b)(2) and (5); the firm was censured, ordered to cease and desist, and paid $800,000. That is the only disclosure on FINRA BrokerCheck for the broker-dealer, and the reason its Form CRS answers 'Yes' to disciplinary history. The SEC's Division of Enforcement also investigated the 2017 to 2018 TZROP offering and Overstock's 2019 digital dividend from 2018 through at least 2021; Overstock disclosed the investigations through its FY2023 10-K and dropped the disclosure afterward with no order and no public closing letter. Securities class actions against Overstock over the dividend were dismissed and affirmed by the Tenth Circuit in October 2024. A patent dispute with Securitize (filed June 2026) is pending and is a commercial matter. AltStreet found no FINRA fines, state actions or customer complaints in any record it searched.

Use it if you are an accredited investor who has already underwritten a specific tZERO-placed issuer from its PPM and EDGAR record and needs a licensed US venue to subscribe and custody through, if you already hold a token that trades nowhere else, or if you are an issuer who wants the most complete bundled compliance stack in the US market and can afford its fees. Do not use it if you expect to be able to sell (the venue trades tens to a few thousand shares a week), if you are reading 'revenue share' as income (the venue's own token paid nothing in eight years), if you treat a license as diligence (six of the sixteen deals have no SEC filing, and the current ones describe pre-revenue or going-concern businesses), or if you are uncomfortable holding assets at an affiliate custodian with $635,723 of net capital and an SIPC caveat. Tokenized Treasury and credit funds live at Securitize; conventional alt-platform plumbing lives at North Capital; tZERO is the licenses with a thin shelf behind them.