GUARDD — Exempt-Securities Disclosure & Secondary-Trading Readiness

Methodology

This statement describes what GUARDD collects, how it is verified, how often it is updated, and what each published label does and does not mean. It applies to every security published in the Exempt-Securities Disclosure & Secondary-Trading Readiness library.

Two layers, governed by different rules

Every security in this library has two separate layers.

The reason for the gate is that Rule 15c2-11 is a broker-dealer obligation, not an issuer obligation. GUARDD does not assign a readiness state — and never an adverse flag — to an issuer that has not engaged GUARDD, or to an issuer for a use case it did not enroll in. Enrollment is opt-in and use-case scoped, and each record states its engagement status.

Layer-A status values (all issuers)

For a record that shows Layer A only, the status states the currency of the issuer’s public filings as a fact, not a verdict:

No Layer-A label describes an issuer as compliant, non-compliant, eligible, ineligible, or delinquent. Reflects the currency of the issuer's public SEC filings. Not an assessment of the issuer and not a determination of quotation eligibility. Not legal advice.

Layer-B readiness taxonomy (enrolled issuers)

GUARDD uses its own plain-English descriptive labels. They are not, and are not derived from, any marketplace tier names or marks.

The state manual exemption is assessed separately and shown as a sub-status: Manual-exemption current (third-party audited financials with a balance sheet within 18 months), Manual-exemption refresh due — [date], or Not applicant where the financials are unaudited.

Form type governs the clock. A Regulation CF issuer filing Form C-AR has no semiannual filing requirement, so no interim clock is ever applied to it; its currency runs on the annual report alone. GUARDD readiness states are factual descriptions of the information on file. They are not a legal determination and not legal advice; broker-dealers must make their own eligibility assessment.

What GUARDD collects

For each security, GUARDD collects the information set described in Rule 15c2-11(b): issuer name and address, state of incorporation, business description, officers and directors, transfer agent, auditor, legal counsel, capital structure by class or series with the date as of which it is stated, number of holders of record, and financial statements with fiscal years labeled and audit status identified. GUARDD also collects the auditor's report itself, including any going-concern qualification, adverse or qualified opinion, reported material weakness, and any restatement of prior periods.

Where a security is tokenized, GUARDD additionally collects the contract address, network, token standard, whether the on-chain record is the master securityholder file or an instruction layer, the transfer restriction enforcement mechanism, applicable holding period and expiration date, issuer freeze, burn, and reissue authority, smart contract audit status and auditor, eligible trading venues, and any disclosed collateral or lending arrangement. These fields appear on every disclosure page; where the security is not tokenized, each field is marked not applicable rather than omitted.

All disclosure content originates in the issuer’s own filing. GUARDD is not the issuer and does not originate the underlying facts.

EDGAR is the single source of truth

Every record is built directly from the issuer’s own filing as filed with the U.S. Securities and Exchange Commission and available on EDGAR — the Form 1-K, 1-A, 1-SA, C-AR, or Form D, as applicable. GUARDD does not build records from third-party republished versions, data vendors, issuer press materials, or investor-platform summaries. Each record states the form type, fiscal period, accession number, filing date, and a link to the filing on EDGAR, so any figure on the page can be traced to the document it came from.

Arithmetic verification

Before publication, every report is checked for internal arithmetic consistency: components must sum to their stated totals across every fiscal year presented (assets and liabilities to their totals, revenue less expenses to net income, and per-series or per-class unit counts to the stated aggregate). Discrepancies are resolved against the filing, and any residual difference — including whole-dollar rounding in the filing itself — is stated in the record’s status note. Figures are reproduced as filed; GUARDD does not restate, normalize, or adjust issuer numbers.

Currency thresholds and rule citations

Eligibility rule

Where an offering has been qualified by the SEC under Regulation A and the qualified document is published on EDGAR, the financial statements in that document are taken as filed; SEC qualification is the eligibility predicate, even where the statements themselves are labeled unaudited. Where nothing has been SEC-qualified — for example a Regulation D offering — GUARDD falls back to requiring third-party audited financial statements before publication. Where an audit exists only at a series or subsidiary level rather than at the parent, that fact is stated in the record and in the auditor’s report section.

Version history and corrections

Each record carries a version number and publication timestamp. Any content change creates a new version; the prior version is retained immutably, with its own JSON and HTML snapshot and content hash, and is listed in the record’s version history with its published and superseded dates. Published versions are never hard-deleted. This exists so a broker-dealer can demonstrate what information was publicly available on the date of a quotation. Corrections are recorded in a dated, append-only log on the record showing the field changed, prior value, new value, and reason. Anyone may report a data issue.

What the labels mean

None of these labels is a legal determination and none is legal advice.

How data is checked

Each record is checked against the source filing and other primary sources before publication. Entity existence, legal name, and state of incorporation are confirmed against the incorporating state's records. Transfer agent appointment is confirmed with the transfer agent directly. Capital structure and holders of record are confirmed against the securityholder file maintained by the transfer agent, or against the issuer's stock ledger where no transfer agent is appointed. Financial statements are accepted only as issued by the named auditor, and the auditor's report is read in full; the presence of any qualification, adverse opinion, material weakness, or restatement is recorded as a structured field, not as narrative buried in an attachment. Officer and director identity is confirmed against government-issued identification. Tokenized attributes are confirmed by reading the deployed contract at the stated address, including its transfer restriction and administrative functions.

Where a fact is not stated in the source filing and cannot be confirmed against another primary source, the field is published as “Not disclosed” or “To be populated” rather than reproduced unchecked or left blank, so gaps are visible.

Update cadence

Publication is conditioned on the issuer's agreement to the following schedule:

Each page states the date GUARDD published the disclosure, the date the information was last verified, and the date the next annual financial statements are due.

When information ages or a schedule is missed

For a Disclosure Record (Layer A), the record simply states the currency of the filings on file — disclosure on file, interim period elapsed, or disclosure aging — recomputed daily from the filing dates. Nothing in Layer A characterises the issuer, and an elapsed window is never described as a missed deadline.

For an enrolled issuer (Layer B), the readiness label moves through the taxonomy above as the clocks run. “Overdue” is used only where the issuer is past an actual filing deadline. Label changes are automatic on the driving date and are not subject to issuer request. The prior disclosure remains published with its dates intact, so a person relying on it can see both the content and its age.

Withdrawal of a record

Where GUARDD becomes aware of information that contradicts a published field, the record is checked against the source filing, corrected where the record is wrong, and the correction is entered in the record’s corrections log as a new version. Where a record is not backed by a verified source filing on EDGAR, it is not published.

A record is removed from the active index only when the security ceases to exist, is fully redeemed, or becomes registered under the Exchange Act. Removal does not delete the URL: the page and its JSON representation remain available at their original address, because these addresses are cited in regulatory filings and must resolve permanently.

No editing or suppression of adverse information

GUARDD does not edit, soften, delay, or suppress adverse issuer information. Going-concern qualifications, adverse opinions, audit-scope notes, material weaknesses, restatements, and material litigation are reproduced in the Disclosure Record with the same prominence as favorable information, attributed to the filing they come from. Issuers may not condition publication on the omission of adverse facts; a request to do so ends publication of the record rather than altering it.

Reproducing those conditions faithfully in the record is distinct from grading an issuer. GUARDD therefore presents them as sourced, neutral “issuer-disclosed conditions” inside the record, and does not render them as directory-level alert badges or as GUARDD flags for issuers that have not enrolled for an assessment. Nothing is hidden, and nothing implies a GUARDD judgment about an issuer that did not engage GUARDD.

Machine access

Every disclosure is available as JSON at the same path with a .json suffix, and the full library is available as index.json and index.csv. Field names are snake_case, dates are ISO 8601, and each response carries a schema_version field (currently 1.0.0). Pages are static HTML served in the initial response and require no JavaScript to read.