SaaS platform automating the compliance process for private companies looking to sell secondary shares

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Security Type
Crowd Note
Min Investment
Offering Date
December 19, 2022
Expected Close Date
February 17, 2023
Target Raise
Number of Employees
Short Term Debt
Cost of Goods
Long Term Debt
Net Income

Company Description

If a company is private and has issued securities, investors historically have had very limited liquidation ability. Their exit has been tied to a sale, merger, or IPO. With Alternative Trading Systems (ATS) - think national exchanges like the NYSE, but for private trading systems - coming into existence, investors now have the ability to sell their securities, freeing up trillions in pent-up liquidity.However, companies still need to comply with regulation. The federal government and the SEC regulate the primary issuance of securities (public or private). States regulate the secondary trading (transfer) of those securities if they aren't happening on an exchange like the NYSE.In order for shares to trade on an ATS, current and ongoing company and financial information must be made available and published in a National Securities Manual that is recognized by 43 states. This information is similar to typical types of financial disclosures public companies put together for investors in quarterly filings with the SEC.There are really only two National Securities Manuals. They are Mergent and OTC Markets. Neither of them primarily works with private companies nor are ATS agnostic. Hence, the common way (historically) for a company to publish its current and ongoing disclosures was to be public; an extremely costly endeavor.GUARDD entered the market to create a streamlined, cost-effective way for private companies to publish ongoing disclosures in a National Securities Manual, qualify for the Manual Exemption, and allow investors to trade securities on any ATS. GUARDD’s online interface guides the user to complete company, business and financial data fields. Its standardized report summarizes the most pertinent information an investor needs to make an informed decision. GUARDD opens the door for the sale and exit of private company investments.

Key Deal Facts

Since launch in 2021, over 500 securities have been traded on secondary markets using GUARDD for ongoing disclosure compliance

Recently signed Masterworks, a leading fractional securities issuer of art and collectibles that just secured $100M in financing, as a client

The Securities and Exchange Commission (SEC) has recently enforced actions against crypto, token, and NFT issuers that are deemed securities, demonstrating the need to enable secondary trading of these securities

Achieved revenue and company projects to do $205K revenue in 2022 vs. $31K in 2021 (unaudited)

Management team has deep industry experience; CEO helped co-author the Crowdfunding investment framework, lobbied and testified in front of the US House and Senate, attended the White House for the 2012 JOBS Act bill signing ceremony, and is the former CFO of a VC-backed startup that had a successful exit. Co-founders include a founding partner at a well-known alternative finance-focused law firm and a leading broker-dealer in the alternative finance space

Management Team / Advisory Board Bios

Joan Adler
Advisor, Blue Sky securities law expert
Amount Raised : $39,000
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The overall viability and scalability of the business concept as well as the ability to drive the concept to profitability over time.
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Management Team
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Security Description

A Crowd Note modifies the typical convertible note so that the crowd does not automatically convert to equity shareholders on the next financing and remain off the issuer’s capitalization table, but the crowd will still participate in any exit as if they had converted to equity. If there is no future financing, the holders of the Crowd Note still have upside, but could miss out significantly.

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