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tokenized-rwa

Nomyx Revenue Participation Bonds, Series 2026 (Bond Tokens)

Adverse research finding
Research assessment
adverse
Firm shelf
research only
Model-client eligibility
not assessed
Selection
not considered
Action and amount
Not set by research
Reviewed
2026-09-25 · v1
Next review
2026-12-25
Research basis
Individual research
Chains
Eligibility file
What the holder owns and who may hold it

Research, firm shelf, model-client eligibility, and advisor selection are recorded separately. The scheduled date is the outside bound; new evidence can reopen the file sooner.

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 Revenue Participation Bonds, Series 2026, at $10 each under Regulation A Tier 2. Each bond is an unsecured general obligation paying 8% a year, quarterly, from a pool of 10% of platform revenues or from general funds, due seven years after its own issue date, with one warrant to buy a common share at $12. The bonds are sold as Bond Tokens on a chain the circular names only as Trusted Smart Chain; T7X Equity, the transfer agent, would mint every token into its own omnibus wallet, and its off-chain file is the only record of ownership. Anyone may buy: accredited investors without limit, others up to 10% of income or net worth. The minimum is $2,000. There is no redemption right; principal comes back at year seven unless Nomyx redeems after year three at a premium. The program is rejected. The offering statement is not qualified, so nothing can be sold; the issuer made $133,285 in 2025 and lost $1.93 million, and its auditor doubts it can continue; the transfer agent’s affiliate is also the issuer’s bridge lender and would take a 10% bond bonus for investing; and the token cannot leave the transfer agent’s wallet. The reopen condition is qualification by the SEC with a published contract, after which the file is read again.

The research file

What the bond is

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., ranking equally with its other unsecured debt and “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 that the indenture fills 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. Each bond matures seven years after its own issue date, since the offering closes in rolling batches. Nomyx may redeem from the third anniversary at 150% of principal through year five and 130% after; a change of control forces a buyout within 60 days at no less than principal plus accrued amounts. Each bond carries one warrant for a common share at $12 that 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. The trustee is not yet named; the indenture reads “[TRUSTEE NAME].” Buyers agree to arbitrate all claims, including federal securities claims, and give up class actions.

The 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 and drawn on a $720,000 convertible bridge facility from T7X Assets LLC, an affiliate of the transfer agent, of which $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. Up to 20% of gross proceeds may 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.

Who may buy, and what they get on chain

This is a Tier 2 offering. 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, or for an entity of 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, waivable. Subscriptions run through the T7X platform at nomyx.io/invest, which returned a 404 on 2026-09-25, and are irrevocable once made. “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,” which the circular describes as a permissioned partition of a public permissionless network without naming that network or any address. The holder gets no wallet and no key: every token stays in an omnibus wallet the transfer agent controls, no investor account is whitelisted, and Nomyx has “no current plans to enable transferability.” Nomyx may move the tokens to another chain on notice. The transfer agent’s off-chain master securityholder file is the sole record; it 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 it has not recorded is void. Distributions are paid in US dollars or USDC.

The transfer agent

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 spelling differs between the circular and the register. T7X Assets LLC, an affiliate, is Nomyx’s bridge lender and a customer paying $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 and decision

The comparison that decides is with Figure’s YLDS, a registered face-amount certificate sold to anyone at $0.01 with daily surrender, and with the tokenized Treasury funds already filed here. Against them Nomyx offers unsecured debt of a nine-person company with a going-concern warning, no redemption right for seven years, a token the holder cannot hold or move, and a transfer agent whose affiliate is the issuer’s creditor. None of that is yet buyable: a filed Form 1-A is not a qualified one. The program is rejected. The reopen condition is qualification by the SEC and a published contract address; the file is then read again, and the memo revisits the financial terms against the issuer’s first Form 1-K.

Sources

The claims above trace to these. Where a number could not be independently verified, the thesis says so.

Inherited controls

The research above describes the protocol layer. Every position also inherits the asset it holds and the chain it settles on. The most administered layer sets the position’s effective control grade; that is a control description, not a quality or suitability score.

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