Securities Offering Platform 

A Securities Offering Platform for a Distributed Future

Watchdog Capital is a broker-dealer with a wide range of capabilities in securities transactions, and investment banking. Watchdog Capital works with entities and individuals who need to be licensed or partnered with a registered securities company.

Watchdog Capital, LLC, based in Alpharetta, Georgia, is a U.S. Securities and Exchange Commission (SEC) registered broker-dealer and a member of the Financial Industry Regulatory Authority, Inc. (finra.org) and (SIPC.org), CRD number 282331.

Through the platform we facilitate exempt securities. Watchdog Capital works to match investors and opportunities. Through our securities offering platform, we facilitate exempt securities offerings which includes Section 4(a)(2), Regulation D (Rule 506b, 506c & 504), Regulation CF, Regulation A (Tier 1 & 2) and Intrastate (Sec. 3a,11, Rule 147 & Rule 147A).

A Platform Designed For You

Our platform helps match issuers with investors for opportunities. Our products and services are designed for global investors with a particular focus on the United States. 

For Issuers

The Right Solution for Your Raise

Our platform helps to connect your business with investors for securities fundraising. Our secure platform handles the backend and logistics work, helping you organize a successful raise and saving you time to focus on your business.

For Investors

Invest in the Opportunities that Align with Your Goals

Our platform helps match investors with securities issuers. The platform can work with a wide range of securities offerings and industries from tech, blockchain and financial services to hospitality, retail, gaming or real estate. 

Understanding Crowdfunding

Regulation Crowdfunding is an evolving method of raising money that enables eligible companies to offer and sell securities via the internet to fund various projects and ventures. Crowdfunding investments can only be made through an online platform operated by an SEC-registered intermediary (a registered broker-dealer or funding portal) which connects potential investors to the companies seeking investments. 

In some cases for non-accredited investors, regulation crowdfunding limits the amount individual investors can invest across offerings in a 12-month period. This fundraising method also requires the disclosure of information and fillings to the commission, to investors, and to the intermediary facilitating the offering.¹

Learn more about crowdfunding at www.sec.gov/news/spotlights/crowdfunding

Frequently Asked Questions

For the Securities Offering Platform

Investing

Who can invest?

Different types of offerings allow for different investors. Some types of offerings require that you be an accredited investor, while others allow everyone the opportunity to invest. Some offerings may require that you live within a certain area to invest. Knowing what kind of investor you are will help you understand in which offerings you may invest in.

How much can I invest?

The amount of funding you can invest depends on your status as an investor, the governing regulation and limits the issuer has chosen to place. When you begin your investment, you will be shown both the maximum and minimum investment limits depending on the investment, issuer, regulations and your situation.

How do I receive project updates after I invest?

You may receive updates from the project issuer on the status and progress of the project. You will be notified directly of these updates, and they may be viewed on the project itself under the updates section.

Promoting an Investment

What types of businesses do you work with?

We look to work with a variety of companies including Bitcoin and blockchain companies, consumer goods, fintech, mobile apps, software, startups, venture capital, the securities industry, as well as entertainment and gaming.

Can I extend an offering?

Yes, as long as your offering has not already closed. If you wish to extend an offering, please contact our support team.

What happens once I submit my offering?

Once your offering has been created, we do a thorough check to see if your offering meets all of our requirements, then we validate you and your information. We work closely with you until your investment meets our criteria. When it has met the criteria for an offering on our site, we’ll approve the project and it will automatically go live on the start date you’ve selected.

SEC Table of Exemptions*

  • Offering Limit with a 12-month Period: None
  • General Solicitation: No
  • Issuer Requirements: None
  • Investor Requirements: Transaction by an issuer not involving any public offering. See SEC v. Ralston Purina Co.
  • SEC Filing Requirements: None
  • Restrictions on Resale: Yes. Restricted Securities
  • Preemption of State Registration or Qualification: No

Tier 1: 

  • Offering Limit with a 12-month Period: $20 million
  • General Solicitation: Permitted; before qualification, testing the waters permitted before and after the offering statement is filed
  • Issuer Requirements: US or Canadian issuers. Excludes blank-check and investment companies, issuers of certain securities, and certain companies with a Section 12(j) order. “Bad actor” disqualifications apply
  • Investor Requirements: None
  • SEC Filing Requirements: Form 1-A, including two years of financial statements. Exit report. 
  • Restrictions on Resale: No
  • Preemption of State Registration or Qualification: No

Tier 2: 

  • Offering Limit with a 12-month Period: $50 million
  • General Solicitation: Same as Tier 1
  • Issuer Requirements: Same as Tier 1
  • Investor Requirements: Non-accredited investors subject to investment limits
  • SEC Filing Requirements: Form 1-A, including two years of audited financial statements. Annual,semi-annual, current, and exit reports
  • Restrictions on Resale: Np
  • Preemption of State Registration or Qualification: Yes

Rule 506(b): 

  • Offering Limit with a 12-month Period: None
  • General Solicitation: No
  • Issuer Requirements: “Bad actor” disqualifications apply
  • Investor Requirements: Unlimited accredited investors. Up to 35 sophisticated but non-accredited investors. 
  • SEC Filing Requirements: Form D. Additional information required for non-accredited investors. 
  • Restrictions on Resale: Yes. Restricted Securities
  • Preemption of State Registration or Qualification: Yes

Rule 506(c): 

  • Offering Limit with a 12-month Period: None
  • General Solicitation: Yes
  • Issuer Requirements: “Bad actor” disqualifications apply
  • Investor Requirements: Unlimited accredited investors. Issuer must take reasonable steps to verify that all purchasers are accredited investors. 
  • SEC Filing Requirements: Form D
  • Restrictions on Resale: Yes. Restricted Securities
  • Preemption of State Registration or Qualification: Yes

Rule 504: 

  • Offering Limit with a 12-month Period: $5 million
  • General Solicitation:Permitted in limited circumstances. 
  • Issuer Requirements: Excludes blank-check and investment companies. “Bad actor” disqualifications apply. 
  • Investor Requirements: None
  • SEC Filing Requirements: Form D
  • Restrictions on Resale: Yes. Restricted securities except in limited circumstances.
  • Preemption of State Registration or Qualification: No
  • Offering Limit with a 12-month Period: $1.07 Million
  • General Solicitation: Permitted with limits on advertising after Form C is filed. 
  • Issuer Requirements: Excludes non-US, blank-check, reporting, and investment companies.
  • “Bad actor” disqualifications apply
  • Investor Requirements: Investment limitations based on annual income and net worth.
  • SEC Filing Requirements: Form C, including two years of financial statements that are certified, reviewed or audited, as required. Progress and annual reports
  • Restrictions on Resale: 12 month resale limitations. 
  • Preemption of State Registration or Qualification: Yes

Sec. 3(a)(11): 

  • Offering Limit with a 12-month Period: None
  • General Solicitation: Offerees must be in-state residents
  • Issuer Requirements: In-state residents “doing business” and incorporated
  • in-state; excludes investment companies
  • Investor Requirements: In-state residents “doing business” and incorporated
  • in-state; excludes investment companies
  • SEC Filing Requirements: None
  • Restrictions on Resale: Securities must come to rest with in-state residents
  • Preemption of State Registration or Qualification: No

Rule 147: 

  • Offering Limit with a 12-month Period: None
  • General Solicitation: Offerees must be in-state residents
  • Issuer Requirements: In-state residents “doing business” and incorporated in-state; excludes investment companies
  • Investor Requirements: Offerees and purchasers must be in-state residents
  • SEC Filing Requirements: None
  • Restrictions on Resale: Yes. Resales within state for six months. 
  • Preemption of State Registration or Qualification: No

Rule 147A: 

  • Offering Limit with a 12-month Period: None
  • General Solicitation: Yes
  • Issuer Requirements: In-state residents and “doing business” in-state; excludes investment companies
  • Investor Requirements: Purchasers must be in-state residents
  • SEC Filing Requirements: None
  • Restrictions on Resale: Yes. Resales within state for six months. 
  • Preemption of State Registration or Qualification: No

Learn more about exempt offerings at www.sec.gov/smallbusiness/exemptofferings.

*This is only a summary of certain requirements contained in the Commission’s rules and regulations; it is not a substitute for the rules and regulations.

Interested in learning more about Watchdog Capital?

Contact us, today. 

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We are currently registered and able to conduct business in the following states:  MA, NH, IL, GA, NC. We can only conduct business/work with clients within states that we are registered in.

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Important Disclosure: Securities and investment banking services offered through Watchdog Capital, LLC, a registered broker-dealer and FINRA/SIPC member.

Watchdog Capital, LLC

6250 Shiloh Rd., Ste 30 / Alpharetta, GA 30005

Direct 678-679-8632