What does it mean to fail the Howey test?
It means that the instrument/contract that is being assessed will be considered a "security" under applicable laws. This means you will need to either register the offering of that security (with the SEC and applicable state regulators) or find an exemption for those registration requirements.
It means that the instrument/contract that is being assessed will be considered a "security" under applicable laws. This means you will need to either register the offering of that security (with the SEC and applicable state regulators) or find an exemption for those registration requirements.