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Tokenized real-world assets

Nomyx Revenue Participation Bonds, Series 2026 (Bond Tokens)

Not approved The evidence weighs against it

Review open since 2026-09-26: Open item: Re-read the nomyx-revenue-bonds eligibility file: its issuer documents changed. A draft revision dated 2026-09-26 is under audit. The verdict stands until the review closes.

Verdict
Not approved
The evidence weighs against it
Who can freeze it
Not graded
Withdrawals
This is a Tier 2 offering, so anyone may buy.
Reviewed
2026-09-25
Researched memo

Summary

Ketju does not approve the Nomyx Revenue Participation Bonds: the SEC has not qualified the offering, so nothing can be sold, and the issuer lost $1.93 million in 2025 on $133,285 of revenue. Nomyx Technology Labs is a Delaware software company of nine people that sells tokenization software to asset managers. On 23 September 2026 it filed a Form 1-A to sell up to $20 million of the bonds at $10 each under Regulation A Tier 2. Each bond is an unsecured general obligation that pays 8% a year, quarterly. Nomyx pays from a pool of 10% of platform revenues or from general funds. Each bond is due seven years after its own issue date and carries one warrant to buy a common share at $12. Nomyx has no redemption duty before year seven, though it may redeem after year three at a premium. Nomyx’s auditor doubts the company can continue as a going concern. T7X Equity, the transfer agent, would mint every token into its own omnibus wallet, and its off-chain file is the only proof of ownership. A T7X affiliate is also Nomyx’s bridge lender and would take a 10% bond bonus for investing. Ketju will review the bonds again if the SEC qualifies the offering and Nomyx publishes the contract.

Research

How it works

The circular defines the words: “References to ‘Revenue Participation Bonds,’ ‘Bonds,’ ‘Tokens’ or ‘Bond Tokens’ refer to the Revenue Participation Bonds, Series 2026, offered hereby in tokenized form.” Each bond is $10 of unsecured, unsubordinated debt of Nomyx Technology Labs Inc. It ranks equally with the company’s other unsecured debt and is “enforceable against all assets of the Company.” It accrues an 8% priority return on a 30/360 basis, paid quarterly on 15 January, April, July, and October. The money comes first from a Revenue Participation Pool. Under the indenture, Nomyx fills the pool with $1.50 per digital identity created on Nomyx ID and 10% of gross revenue from Nomyx Engine licences, Nomyx Gateway transactions, and other designated revenues. If the pool falls short, Nomyx must pay from general funds. Unpaid return becomes Accrued Shortfall and compounds at 8% a year. After the priority return, holders share excess pool receipts, but total cash on a bond in a calendar year is capped at 20% of principal. The offering closes in rolling batches, so each bond matures seven years after its own issue date. Nomyx may redeem from the third anniversary at 150% of principal through year five and at 130% after. On a change of control, Nomyx must buy the bonds within 60 days at no less than principal plus accrued amounts. Each bond carries one warrant for a common share at $12. The warrant detaches only at redemption, change of control, or maturity and expires three years later. Nomyx will keep 8% of gross proceeds in a “First-Year Reserve” that it controls and that is not escrow, trust, or collateral. Nomyx has not yet named the trustee; the indenture reads “[TRUSTEE NAME].” Buyers agree to arbitrate all claims, including federal securities claims, and give up class actions.

Issuer

Nomyx was incorporated in Delaware in 2024 and has nine full-time and three part-time employees. It sells tokenization software (Nomyx Engine, built on the EIP-2535 diamond proxy), digital identity (Nomyx ID), and a payments gateway. The cover data for 2025 shows $133,285 of revenue, $196,185 of cost of revenue, a net loss of $1,930,907, $197,278 of cash, and $361,304 of total assets. The accumulated deficit was about $2.4 million at year-end, and the auditor’s report carries a going-concern paragraph. Since year-end, Nomyx has raised $300,000 through four SAFEs. It has also drawn on a $720,000 convertible bridge facility from T7X Assets LLC, an affiliate of the transfer agent; $480,000 was outstanding at the circular date. The notes convert with a 10% bonus, and lenders who put new money into this offering receive a 10% bonus in extra bonds. Nomyx may use up to 20% of gross proceeds to repay the notes. The CEO must consult for the lender at no charge while the facility runs. At the full $20 million, the priority return alone would be about $1.6 million a year, twelve times 2025 revenue. A Form D filed 15 May 2025 for a $4 million preferred round under Rule 506(b) reported nothing sold.

Eligibility and withdrawals

This is a Tier 2 offering, so anyone may buy. A buyer who is not an accredited investor may invest no more than 10% of the greater of annual income or net worth; for an entity, the test uses annual revenue or net assets. The circular calls all such buyers “qualified purchasers” in Regulation A’s sense, which has nothing to do with the Investment Company Act term. The minimum is 200 bonds, $2,000, and Nomyx may waive it. Subscriptions run through the T7X platform at nomyx.io/invest, which returned a 404 on 2026-09-25, and buyers cannot revoke them. “No sales of Bond Tokens will be made prior to the qualification of the Offering Statement.” The token is a permissioned ERC-20 with ERC-725 and ERC-734 identity records on “Trusted Smart Chain.” The circular describes that chain as a permissioned partition of a public permissionless network, but it names no network and no address. The holder gets no wallet and no key. Every token stays in an omnibus wallet that the transfer agent controls, T7X whitelists no investor account, and Nomyx has “no current plans to enable transferability.” Nomyx may move the tokens to another chain on notice. Holders have no redemption right; principal comes back at year seven unless Nomyx redeems early. Distributions are paid in US dollars or USDC.

Who controls it

The circular names T7X Equity, Inc. as transfer agent, registrar, paying agent, and warrant agent, and says it “will act as our SEC-registered transfer agent.” EDGAR holds the registration under T7X Equities, Inc., CIK 2092718: a Form TA-1 filed 21 November 2025, effective 19 December 2025, a TA-2 filed 16 March 2026, and two TA-1 amendments in August 2026. The circular and the SEC register spell the name differently. T7X keeps an off-chain master securityholder file, and that file alone shows who owns a bond. T7X reconciles the chain to the file daily, and it may freeze, burn, re-mint, or migrate any token to match the file. Any on-chain transfer that T7X has not recorded is void. T7X Assets LLC, an affiliate, is Nomyx’s bridge lender. It is also a customer that pays $105,000 a year plus $10 per identity and half of transfer-agent fees for Nomyx’s software. The circular itself lists the conflicts: fees, administration, and payment elections all run through a firm whose affiliate holds Nomyx’s debt.

Comparison

We compare the bonds with Figure’s YLDS, a registered face-amount certificate sold to anyone at $0.01 with daily surrender, and with the tokenized Treasury funds in the Register. Nomyx offers unsecured debt of a nine-person company with a going-concern warning and no redemption right for seven years. The holder cannot hold or move the token, and the transfer agent’s affiliate is the issuer’s creditor. Nobody can buy the bonds yet, because the SEC has not qualified the Form 1-A. Ketju does not approve the bonds. Ketju will review them again if the SEC qualifies the offering and Nomyx publishes a contract address. We would then check the financial terms against the issuer’s first Form 1-K.

Sources

Each claim above comes from one of these sources. Where Ketju could not verify a number, the memo states that.

The asset and the chain

This memo covers the protocol. A position also holds an asset and settles on a chain. Whichever of the three holds the most power over the position decides who can freeze it. These tables describe control and do not judge quality.

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