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Raised to Date
$0
ID:
SB-D-2026
Exemption:
REG-D (506c)
Issue Type:
Equity
Common Stock, Class C
Accredited Only:
Yes
Financials:
Certified
Certified By:
Stobox Management
Price per Share:
$1.75
Minimum Investment:
$5,250
Requested Investment:
$10,500
Investment Increments:
$1,750
Minimum Goal:
$1,000,000
Stretch Goal:
$1,000,000
Maximum Goal:
$2,625,000
Valuation:
$17,500,000
Raise Start Date:
August 10th, 2026
Raise Target Date:
December 10th, 2026
Raise End Date:
December 10th, 2026

 
Stobox
Reg D 506(c) · Accredited investors
Class C Common Stock · Silicon Prairie

Intelligence and Tokenization of Real-World Assets.

Stobox is the operating system for private companies. We turn a business into one canonical, verified record, use it to prepare and run a compliant capital raise, and take the asset on-chain as a compliant tokenized security. Organize, raise, tokenize, on one intelligence core. Live since 2018, with 100+ clients across 20+ jurisdictions and $305M+ tokenized through a full market cycle. Now you can own equity in the operator that was built before the wave.

2018
Operating since
$305M+
Tokenized on Stobox
100+
Clients, 4 continents
FY24
GAAP profitable
Introduction

Welcome. You are looking at a tokenization operator that was live before the market arrived.

Hello, and thank you for considering Stobox. We are Gene Deyev and Ross Shemeliak, co-founders of Stobox Technologies Inc. Since 2018 we have helped more than 100 clients across four continents bring real-world assets onto the blockchain as compliant securities, with over $305M tokenized through a complete market cycle. Most companies in this space are still funding the thesis. We have been operating the business.

Introduction

This is a Regulation D Rule 506(c) offering of Class C Common Stock at $1.75 per share, placed through the broker-dealer Silicon Prairie. The round is structured as a secondary sale of existing reserved shares, so founders and other holders are not diluted. Here is why we believe it deserves your attention.

01

A fair entry price, ahead of the re-rate

You enter at a $17.5M valuation, priced on the company's actual revenue rather than on the forward model. This is a revenue-generating infrastructure business with eight years of operating history, more than 100 clients and $305M+ tokenized. We raise only $1.0M to strengthen Compass and Intelligence and our go-to-market, positioning the company to raise its Series A at a materially higher valuation.

02

The market just became legal, and we are in the room

The GENIUS Act is law, the CLARITY Act is advancing, and Nasdaq and NYSE are approved to tokenize. Stobox sat at the SEC tokenization roundtable and co-founded the ERC-7943 standard.

03

Aligned, non-dilutive, and built to keep customers

Founders stay at 53.75%. We never take a commission on a raise, so issuers never leave. Three recurring revenue layers compound across each asset's lifecycle on Coinbase Base rails.

The Problem
The Problem

Capital markets were built for a paper world, and most businesses are not ready to leave it.

Private placements still move through PDFs, fragmented cap tables and gatekept distribution. Putting an asset on-chain does not fix that on its own. After eight years and 100+ engagements we learned the deeper truth: the bottleneck is not the technology, it is whether the business is ready. A poorly structured business with messy data and unclear compliance cannot be tokenized credibly, no matter how good the rails are.

Illiquid

Private assets lock investors in for years with no easy exit.

🔒 No access

Participation is gatekept to a local or institutional elite.

🧹 Manual and fragmented

Cap tables, transfers and reporting live across disconnected systems.

Not ready

No single source of truth. Gaps and misalignments stall or kill deals.

Why it matters to us: we have watched good companies lose months and capital because no one made the business ready first. Encoding compliance into the asset, giving every holder a verified identity, and getting the business ready before the mint is what actually unlocks both fundraising and tokenization.

The Opportunity
The Opportunity

A very large market, and a plan that books only a sliver of the serviceable slice.

Real-world asset tokenization is forecast to reach $5.5 trillion to $11 trillion by 2030 (Citi and Ark Invest), and the private-capital pool that feeds it is already enormous: roughly 25,000 Reg D issuers raise about $2.15 trillion every year (SEC data). The wave is independent of us. Stobox is the on-ramp.

TAM
~$54B / yr
US-anchored

About 6.0M US employer firms. Every business needs an intelligence and readiness layer.

How: 6.0M employer firms (US Census) × ~$9,000 blended annual contract value, built from our published list prices.
SAM
~$3.7B / yr
Reachable today

About 350,000 mid-market and capital-active firms reachable on US rails.

How: filtered for size, capital activity and reachability through licensed partners, then 350,000 firms × ~$10,600 blended annual contract value.
SOM target
~1.3%
Of SAM, illustrative

The plan models only a small share of the serviceable market. The constraint is execution, not market size.

How: an output, not a target. Our bottom-up FY2031 base case divided by SAM, which equals about 4,500 customers.

Why incumbents have not closed it. Most players solve one slice. Pure tokenization vendors give you a mint button but not readiness. Compliance vendors encode rules but do not structure the business. Cap-table tools manage equity but do not take assets on-chain. Tokenization sits where four worlds collide: corporate structuring, investments and finance, regulation, and blockchain. The gap is an execution gap that only a complete operator can serve, and that overlap is our moat.

Note on sizing. Each figure is built from one formula: number of addressable firms multiplied by an annual contract value taken from our published pricing. The SOM is an output of our bottom-up financial plan, not a share we set in advance. A full methodology memorandum is available to the broker-dealer and in the data room. Market figures above are third-party forecasts and illustrative top-down estimates. They describe the opportunity, not a promise of Stobox results. See the financial disclosures at the end of this page.
The Solution
The Solution

The Stobox Stack: organize, raise, and tokenize on one intelligence core.

Three products, one record. Each step makes the next cheaper: get known, get funded, get liquid. You should not have to become a technologist to get on-chain, and you cannot issue what you have not structured. We handle the complexity, and we monetize each product.

🧮 Intelligence · Organize

Get known. One canonical, verifiable company record, sourced and contradiction-checked, scored across the AXIS seven pillars. The single source of truth that feeds your raise and your tokenization. Recurring SaaS.

📝 Raisable · Raise

Get funded. A complete, regulator-ready offering package built from your record. Raise on your own terms, or route the offering to a licensed broker-dealer when the exemption or your distribution plan calls for one. Flat fees, never a percentage of your raise. Per-raise.

🧱 Compass · Tokenize

Get liquid. A live, compliant tokenized security with an On-Chain Asset Passport, built on the institutional standard we co-authored, on Coinbase's Base. Per-asset SaaS.

How we make money

We charge for software and on-chain services, and we never take a commission on the raise. The same client is monetized three ways, and the account value compounds across the asset's lifecycle.

01 · Recurring

Platform subscriptions. Intelligence Core $499/mo, Advanced $1,999/mo. Compass Issuer $199, Enterprise $499 per asset. Seats from $49/mo.

02 · One-time

Per-asset on-chain fees. Asset Passport mint $499 plus contract deploy $749, totaling $1,248 to take an asset on-chain.

03 · Setup and services

Onboarding. Intelligence setup $4,950 Standard or $9,950 Advanced. Raisable exemption windows $1,499 to $6,999 per 90-day window.

Margins. Because a lean senior core supervises AI-agent fleets that absorb the operational volume, the model targets a gross margin of about 85% across the plan, with revenue designed to scale far faster than headcount. Because we never take the raise, issuers stay for the life of the asset.

Competition
Competition

One stack does what seven specialists cannot.

The market is bifurcated. On one side sit institutional infrastructure providers built for large issuers. On the other sit self-serve tools that are cheap but shallow. The segment in between, mid-market and capital-active companies that need institutional-grade depth without an institutional budget, is comparatively underserved. That is the segment Stobox is built for.

Institutional infrastructure

Securitize, Tokeny. Deep and credible for large issuers, and in several cases better capitalized than us. Built for the top of the market, not for the companies below it.

Self-serve platforms

Brickken, DigiShares. Accessible and lower cost, but narrow in scope. They give you tooling, not readiness, and they stop short of the full lifecycle.

Adjacent providers

Carta, Republic, and asset-specific players. Strong in one slice, whether cap-table management or distribution, but they do not take a business from unstructured to on-chain.

Capability Stobox Securitize Tokeny Brickken DigiShares Carta
Self-serve onboarding
End-to-end lifecycle (one window)
AI readiness layer (intelligence-first)
AI-native / agentic (x402)
On-chain compliance standard
No capital-raise commission
Multi-jurisdiction coverage strong strong partial partial none

Where we win. Compliance is table stakes in this category, and everyone claims it. Stobox owns the lanes around it: making a business ready before anything is minted, running the whole journey in one window, an AI-native and agentic execution layer, and a pricing model that never takes a percentage of your raise, so issuers stay for the life of the asset.

About this comparison. This is a positioning view based on publicly available information and management’s understanding of the market as of the date of this page. It has not been independently verified, capabilities change over time, and several competitors are larger and better capitalized than Stobox. Competition may have a material adverse effect on the business. Please read the risk factors in the offering documents.
Traction
Traction

Not a thesis. A live track record.

$305M+ tokenized across real estate, energy, natural resources, finance and startups. Revenue-generating, built on our own capital, through a full market cycle. FY2024 was GAAP-profitable with net income of $302,391.

$305M+
Tokenized assets
100+
Client engagements
8 yrs
Self-funded, full cycle
20+
Jurisdictions served

Recognition and validation

Standard contributor

Co-founder and production adopter of the uRWA / ERC-7943 tokenized real-world asset standard.

In the room with regulators

Participant in the U.S. SEC Crypto Task Force tokenization roundtable in Washington.

Awarded and cited

Best Asset Tokenization Platform (AIBC Summit). Featured in CoinGecko's global RWA reports, 2024 and 2025.

Institutional venue

Stobox Academy at the Qatar Financial Centre Digital Assets Lab, alongside Polygon, Hacken and Taurus.

Regulated partners

Works with broker-dealers and venues including tZERO, Entoro, Silicon Prairie and Assetera.

Global education

70,000+ YouTube subscribers and 1M+ views building the RWA category.

Select clients include Landshare, Homebase, Keystone Capital, Globiance, Liquid Tokens, Agile Dynamics and Atmosphera, across real estate, energy, natural resources, finance and startups.

The Team
The Team

Senior operators on every deal since 2018.

This is not a first-time team learning on your capital. A senior core has personally run every engagement across 100+ clients and a full market cycle.

 

Gene Deyev

Co-Founder & CEO

Founded and sold an Audi and VW dealership after growing national market share from 8% to 42%. Founded and sold Dolphin Online Trading. Co-author of one of the first books on STOs with the Malta Digital Innovation Authority, and author of the Stobox Tokenization Framework, battle-tested with 100+ clients.

 

Ross Shemeliak

Co-Founder & Vice Chairman

Frequent tokenization and blockchain publisher for Cointelegraph, contributing alongside tZERO, Maple, RWA.xyz and DefiLlama. Speaker at WebSummit and 10+ conferences. Closed 20+ Tier-1 partnerships. In the room at the SEC tokenization event.

 

Vlad Gudzenko

CTO

AI-agent and on-chain architecture. 17+ years across FinTech, Telecom, Retail and Enterprise. Google-certified Cloud Architect and ML Engineer, who led mission-critical systems with 4,000+ servers and 230+ microservices, delivering $1.5M+ in annual savings.

 

Max Rafalskyi

CLO

Built legal frameworks for 50+ clients with zero regulatory or legal disputes.

 

Arevik Dumikian

Chief Customer Officer

AI-driven support serving 60,000+ users.

 

Dmitriy Trapitsyn

Growth / Product

Owner of 50+ platform deployments, leads product and engineering across the Stobox Stack.

Use of Funds
Use of Funds

$1.0M, structured as a first tranche against the Compass-led growth plan.

This round raises $1,000,000 by selling 571,429 Class C shares from an existing reserved block, so no other holder is diluted. Here is how the proceeds are allocated at the target amount.

Product & engineering Compass build-out, platform and AI
 
40%
Sales & go-to-market Tokenization pipeline, partnerships, channel
 
30%
Working capital Operations, payroll, priority obligations
 
20%
Legal, compliance & offering Reg D, broker-dealer, audit prep
 
10%

At the minimum and beyond

At the target $1.0M (first tranche): we fund the Compass and Intelligence build-out, grow the tokenization pipeline, cover near-term operations, and complete Reg D and audit-preparation work. This covers near-term priorities and is designed to move the company toward EBITDA-positive operations.

If the round extends: 928,571 Class C shares (about $1,625,000 at $1.75) remain reserved for a subsequent tranche. Additional proceeds would deepen the same priorities: faster engineering on the AI and agentic stack, a larger go-to-market motion, and a longer operating runway. The full reserved block of 1,500,000 shares represents up to about $2,625,000 if placed in full.

Going concern. A $1.0M tranche addresses near-term priorities and does not, by itself, fund the entire plan through FY2026. The company has operated with limited cash and continued founder support. Please read the financial risk factors in the disclosures below.
Return on Investment
Return on Investment

Priced on real revenue. Designed to re-rate from strength.

We start with what is real. Below are the company's actual consolidated results for the last three fiscal years, prepared under U.S. GAAP. These statements are management-prepared and unaudited.

US GAAP ($) FY2023 FY2024 FY2025
Total revenue 842,095 1,379,135 1,195,285
Net income (loss) (1,444,301) 302,391 (323,800)
Total assets 760,480 842,012 1,010,866
Shareholders' equity 712,086 726,476 710,722
Capitalized software, net 692,470 759,891 845,418

The forward plan, in plain terms

Management's base-case plan targets EBITDA-positive operations in Year 2 of the new product cycle and a gross margin near 85%, with revenue scaling faster than headcount as AI agents absorb operational volume. Management models a range of outcomes rather than a single number.

Five-year illustrative scenarios Bear Base Bull
Revenue (Year 5) $28.5M $47.7M $78.4M
EBITDA (Year 5) $8.3M $20.5M $40.0M
Important. These five-year figures are management projections. They are illustrative, forward-looking, based on assumptions that may prove incorrect, and are not a guarantee of future performance. Actual results will differ. Historical FY2023 to FY2025 figures are unaudited. Do not invest based on projections alone.

How investors could see a return

The $17.5M valuation is anchored on the company's actual FY2025 revenue, not on the forward model. The intended path to a return is to grow into a larger financing round from a position of proven traction, and over time toward profitability or a strategic acquisition. As a reference point, the closest direct comparable, Securitize, has been valued at about $1.24 billion. There is no public market for these shares today, returns are not guaranteed, and an exit may not occur.

Entry

$17.5M seed valuation. $1.0M non-dilutive. Founders stay at 53.75%.

Path

Reach EBITDA-positive operations, then raise a larger round from strength on proven traction.

Comparable

Securitize, the direct RWA-tokenization comp, valued near $1.24B. Illustrative, not a forecast for Stobox.

Independent third-party validation

The round pricing is not self-declared. An independent, third-party valuation of the Company was prepared by Eqvista, a recognized valuation firm, as of December 31, 2025. On a market (revenue) approach using the Company's actual results, and without reliance on any forward projections, that valuation indicated a Company equity value of approximately $15.5 million. This round is priced at a $17.5 million valuation, a modest premium anchored close to that independent, backward-looking figure, rather than a growth-inflated number. In short, an independent valuer placed the company near this level on actual results alone, which supports the conservatism of the round's terms.

About this valuation. The Eqvista valuation was prepared for the Company's financial-statement and IRC Section 409A compliance purposes. It is not an offering document, it is not an endorsement of this offering, it does not represent the value or the offering price of the securities offered in this round, and it should not be relied upon as investment advice. The full report is available to qualified investors in the data room, subject to its terms.

Why invest now: enter before the re-rate

Here is the whole thesis in one line. You are backing a company with real traction and a strong market position, at a fair valuation today, while it raises only $1.0M to strengthen its products and go-to-market, so it can raise its Series A at a completely different level.

1 · Fair entry

The round is priced on the company's actual FY2025 revenue, not on the forward model. You are not paying for hype, you are paying for proven revenue from a business with eight years of operating history and a live client base.

2 · $1.0M to build

This is not survival capital. It funds the build-out of Stobox Compass and Stobox Intelligence and the go-to-market motion, the exact levers that grow revenue and de-risk the story.

3 · The re-rate

As traction de-risks the story, the company intends to raise its Series A at a materially higher valuation than this round. Securitize, the closest direct comparable, has been valued near $1.24B. That is an external reference point, not a Stobox target.

Important. This describes an opportunity and a plan, not a promise. The Series A timing, valuation, and any re-rating are illustrative, depend on execution and market conditions, and are not guaranteed. Detailed illustrative scenarios and any investor-level outcomes are modeled in the data room with full assumptions, and depend on revenue growth, Series A dilution, fees, and illiquidity. There is no public market for these shares, returns are not guaranteed, and you could lose your entire investment.
Investor Perks
Investor Perks

Become an investor, and become a power user of the platform you own.

Every package includes founder-led education, a lifetime Stobox Compass Investor Pro account, a credit to spend across the Stobox product stack, and an allocation of Stobox tokenized equity. The larger your package, the deeper your access to the founders and to our frontier knowledge. Choose your level and become a genuine insider.

Backer
$5,250
3,000 shares
  • Founder-led coaching and education in tokenization, crypto and RWA
  • Lifetime Stobox Compass Investor Pro account
  • $1,000 credit across the Stobox product stack
  • $100 in Stobox tokenized equity (STBX)
Insider
$10,500
6,000 shares
  • Founder-led coaching and education in tokenization, crypto and RWA
  • Lifetime Stobox Compass Investor Pro account
  • $2,500 credit across the Stobox product stack
  • $250 in Stobox tokenized equity (STBX)
  • Private investors chat with the founders
Partner
$26,500
15,000 shares
  • Founder-led coaching and education in tokenization, crypto and RWA
  • Lifetime Stobox Compass Investor Pro account
  • $5,000 credit across the Stobox product stack
  • $500 in Stobox tokenized equity (STBX)
  • Private investors chat with the founders
  • Stobox AI product-development playbooks, AI news and technical updates
Most access
Founding Circle
$105,000
60,000 shares
  • Founder-led coaching and education in tokenization, crypto and RWA
  • Lifetime Stobox Compass Investor Pro account
  • $10,000 credit across the Stobox product stack
  • $1,000 in Stobox tokenized equity (STBX)
  • Private investors chat with the founders
  • Stobox AI product-development playbooks, AI news and technical updates
  • Direct 1:1 with the founders, with monthly calls and instant reporting
Please note. The dollar amounts above are the investment thresholds that unlock each package. Investor perks are platform and community benefits offered by Stobox, not a financial return on the securities, and are subject to applicable terms and eligibility. STBX allocations are subject to their own terms and eligibility.
Invest

Own equity in the operator that was built before the wave.

Thank you for taking the time to understand Stobox. If you believe, as we do, that readiness is what unlocks tokenization, we would be glad to have you as an owner. Review the documents, ask questions in the forum, and when you are ready, pledge to the campaign.

Invest Now
Reg D 506(c). Accredited investors only. $1.75 per share.
FAQs
FAQs

Questions investors ask.

What traction has the company already achieved? +

Stobox has operated since 2018, served more than 100 clients across 20+ jurisdictions, and tokenized over $305M in real-world assets across real estate, energy, natural resources, finance and startups. FY2024 was GAAP-profitable with net income of $302,391. The company co-founded the ERC-7943 tokenization standard and participated in the U.S. SEC tokenization roundtable.

What makes this company different? +

Most competitors solve one slice of tokenization. Stobox runs the whole journey in one window: an intelligence layer that makes a business ready, a raise layer, and a tokenization layer on Coinbase's Base. We never take a commission on the raise, so issuers stay for the life of the asset, and we are building an AI-native, agentic platform in a category no incumbent owns yet.

What are the terms of this offering? +

This is a Regulation D Rule 506(c) offering of Class C Common Stock at $1.75 per share, placed through the broker-dealer Silicon Prairie, open to accredited investors only. The target raise is $1,000,000 for 571,429 shares, representing 5.71% ownership at a $17.5M company valuation. The shares are sold from an existing reserved block, so the structure is non-dilutive to other holders.

Why is the round structured as a secondary sale with no dilution? +

The 10,000,000-share cap table already contains a 1,500,000 Class C reserved block. The company sells 571,429 of those shares to raise $1.0M, so total shares outstanding stay at 10,000,000 and no other holder is diluted. The remaining 928,571 reserved shares stay available for a later tranche.

What will the company do with the money? +

At the target raise: 40% to product and engineering (Compass, AI and platform), 30% to sales and go-to-market, 20% to working capital, and 10% to legal, compliance and offering costs. The $1.0M is a first tranche against the Compass-led growth plan.

Are the financial statements audited? +

The financial statements are management-prepared in accordance with U.S. GAAP and are unaudited. An independent CPA review or audit has not been performed and is not mandated for a Reg D 506(c) offering. A complete GAAP package and a CPA-ready support file are available to qualified investors on request.

What milestones is the company working toward next? +

Building out the Compass and Intelligence products on Base, growing the tokenization pipeline, and reaching EBITDA-positive operations in the new product cycle, then raising a larger financing round from a position of proven traction.

What are the main risks? +

Key risks include going concern and liquidity (the company had limited cash at year-end and relies on this offering and founder support), revenue concentration and year-to-year volatility, reliance on related-party capital, unaudited statements, and evolving regulation of tokenization and digital assets. There is no public market for these shares, and returns are not guaranteed. Please read the full risk factors in the offering documents.

Important disclosures. This page is a draft prepared for the Silicon Prairie portal build and is not an offer to sell or a solicitation of an offer to buy securities. Any offering will be made only through official offering documents to accredited investors under Regulation D, Rule 506(c). Silicon Prairie is the broker-dealer intermediary.

Forward-looking statements, including five-year projections, revenue and EBITDA targets, market-size estimates, and valuation comparables, are based on management assumptions that may prove incorrect and are not guarantees of future results. Actual results may differ materially. Historical financial figures for FY2023 to FY2025 are management-prepared and unaudited. The company has a going-concern consideration and limited operating cash. Investments in private companies are illiquid, involve a high degree of risk, and may result in the loss of the entire investment. There is no public trading market for these shares. Prospective investors should review all offering materials and consult their own financial, legal and tax advisors. Third-party figures (Citi, Ark Invest, SEC, CoinGecko, Securitize comparables) are cited from public sources and have not been independently verified by Stobox.

Stobox Technologies Inc. (Wyoming), with wholly-owned subsidiaries Stobox Innovations Ltd (BVI) and Stobox Tokenized Equities Ltd (BVI). Confidential draft, June 2026.