INDEPENDENT VERDICT
UV Labs AI, Inc. is a verifiable 2026 Delaware technology corporation attempting to raise $5 million, but its first Form D shows that the fundraising process was still extremely early when filed: only $35,000 had been sold to two investors, leaving $4.965 million remaining. The offering relies on Rule 506(b), carries a $10,000 minimum and includes Equity as well as options, warrants or other rights to acquire securities and securities issuable when those rights are exercised. The issuer is not a pooled investment fund, reports no commissions, finder fees or related-person use of proceeds, and declines to disclose revenue. What makes the case unusually interesting is that the SEC entity is new while the underlying UV Labs/Cod3x operation publicly claims a much longer history: the official website says the company was founded in 2022 and that its infrastructure has already supported more than 750 production agents trading nearly $400 million of real-market volume over approximately three years. The Form D therefore appears to capture a newly formalized corporate financing layer around an operating technology lineage that materially predates UV Labs AI, Inc.'s 2026 incorporation.
THE SEC GOVERNANCE RECORD DOES NOT MATCH THE CURRENT PUBLIC TEAM PAGE
The most important verification issue is governance rather than fundraising. UV Labs' current official team page identifies Justin Bebis as CEO and Brandon Swords as CFO, alongside COO Sean Kramer, CTO Camrin Peacock and other team members. The September Form D, however, does not list Bebis at all: it identifies Ethan Jones as CEO, President, executive officer and director, while Brandon Swords is Secretary, CFO, Treasurer, executive officer and director. This should not automatically be characterized as a false filing or undisclosed identity because there may be a legal, timing or naming explanation that is not visible publicly. There is nevertheless an additional clue worth preserving: a 2024 paper titled "Assessing Stablecoin Credit Risks" identifies an author named Ethan Jones as CEO of Conclave and gives that author's contact as `[email protected]`, while numerous other public sources identify Justin Bebis as Conclave's CEO and UV Labs' current founder/CEO. That overlap is unusually specific, but it is not sufficient evidence to state that Ethan Jones and Justin Bebis are the same person. FilingDossier therefore treats the CEO-name discrepancy as unresolved and recommends confirming it through incorporation records, board resolutions or a direct company disclosure rather than silently merging the two identities.
COD3X MAKES UV LABS MORE THAN A PRE-REVENUE AI PITCH
The underlying technology story is substantially more developed than the $35,000 initial Form D sale suggests. UV Labs describes itself as infrastructure for autonomous financial markets and says Cod3x serves as its live production proving ground: users have deployed more than 750 trading agents, generated close to $400 million in real transaction volume and produced more than 500,000 complete decision episodes containing reasoning, tool calls, constraints and verified outcomes. UV Labs argues that these decision trajectories are valuable because conventional AI labs possess price, news and market data but much less high-quality data showing how agents actually make financial decisions under risk constraints with real capital. Its UV Harness packages that experience into agent orchestration, policy enforcement, compliance tools and audit trails, while the company's published HyperLLM-4B experiment shows a second technical direction—post-training a compact Qwen-based model specifically around position sizing, leverage, API structure, trading mechanics and policy adherence. The company publicly reports that tightening its training dataset improved a particular multi-step reasoning evaluation from 29% to 92.3%, but that is an internal research result and should not be confused with verified trading profitability or a guarantee that the model generates alpha.
CONCLAVE, COD3X AND UV LABS FORM A TRACEABLE TECHNOLOGY CHAIN
The older operating history can be traced beyond UV Labs' current marketing. Conclave publicly described itself in 2024 as a Web3 R&D organization that had already spent years building blockchain and DeFi infrastructure before expanding into AI; its announcement said the team had started an earlier project called Usemoon.ai before reworking that effort into Cod3x, an AI-plus-DeFi platform. Justin Bebis is independently documented as Conclave's CEO, and Brandon Swords' current public biography describes him as a co-founder of both UV Labs and Cod3x. The 0G Apollo accelerator also independently lists Justin Bebis as founder of UV Labs and describes UV as providing "data + infra to train safer financial LLMs," while UV publicly reports participation in NVIDIA Inception and the Apollo accelerator ecosystem involving 0G, Blockchain Builders and Stanford-associated programs. This evidence supports a genuine operating lineage from Conclave and Cod3x into UV Labs, but it does not establish that every historical Conclave asset, protocol, user, trading volume or intellectual-property right was legally transferred into UV Labs AI, Inc. Investors should therefore obtain the IP-assignment schedule, related-party agreements, Cod3x ownership documents and any asset-transfer agreements showing exactly what the new corporation owns.
THE REAL INVESTMENT QUESTION IS WHETHER LIVE TRADING DATA BECOMES A DEFENSIBLE AI ASSET
UV Labs' strongest potential moat is not simply another trading interface. Its thesis is that real financial agents generate a proprietary category of training material—decision trajectories containing market observations, reasoning steps, tool calls, risk constraints and outcomes—and that years of Cod3x activity can be converted into better post-training data for financial models. The company also claims that its inference system can route work across multiple models at far lower cost than naïvely sending every market event to a frontier model, an important economic consideration because inference expense directly reduces trading margins. But the same model creates several diligence risks: cumulative trading volume is not company revenue, number of deployed agents is not number of paying customers, accelerator membership is not a commercial partnership, and historical Cod3x performance does not establish that third-party financial institutions will buy UV Harness or decision datasets. Investors should request actual 2026 revenue, customer contracts, gross margins, retention, compute expense, proprietary-data rights, historical agent P&L distributions, security audits, compliance architecture and evidence that historical Cod3x users consented to the relevant data uses.
FINAL ASSESSMENT
UV Labs AI is a strong example of why a new SEC issuer should not automatically be treated as a new operating business. Form D verifies a 2026 corporation with a $5 million offering, $35,000 sold to two investors and a $10,000 minimum, while UV Labs' own evidence points to a technology and user history dating to 2022 through Cod3x and the earlier Conclave ecosystem. The unusual governance record makes entity penetration particularly important: Brandon Swords appears consistently across both SEC and public sources, but the filing names Ethan Jones as CEO and President while the company's current website names Justin Bebis as CEO, and historical Conclave material creates a tantalizing but still unproven connection between those names. At the same time, UV Labs can point to an unusually concrete production dataset—hundreds of agents, hundreds of millions of dollars in cumulative trading volume and hundreds of thousands of captured decision episodes—which gives the company a more specific thesis than generic "AI for finance." The central investment question is whether the new corporation legally owns that operating history and can turn it into recurring institutional revenue; the central verification question is whether the company can reconcile its SEC governance names with its current public leadership presentation.
SEC SNAPSHOT
ISSUER: UV Labs AI, Inc. | CIK: 0002155383 | FORM D FILED / SIGNED: September 16, 2026 | ENTITY: Delaware Corporation | INCORPORATED: 2026
ADDRESS: 455 Market Street, Suite 1940 PMB 369985, San Francisco, CA 94105-2448 | PHONE: 229-456-5957 | INDUSTRY: Other Technology
EXEMPTION: Regulation D Rule 506(b) | POOLED FUND: No | BUSINESS COMBINATION: No
SECURITIES: Equity | Options/Warrants/Other Rights to Acquire Securities | Securities Acquired Upon Exercise of Rights
FIRST SALE: September 1, 2026 | TOTAL OFFERING: $5,000,000 | AMOUNT SOLD: $35,000 | REMAINING: $4,965,000 | INVESTORS: 2 | MINIMUM INVESTMENT: $10,000
SEC RELATED PERSON: Ethan Jones — CEO / President / Executive Officer / Director | SEC RELATED PERSON: Brandon Swords — Secretary / CFO / Treasurer / Executive Officer / Director | SIGNATORY: Brandon Swords
PUBLIC WEBSITE TEAM: Justin Bebis — CEO | Sean Kramer — COO | Camrin Peacock — CTO | Brandon Swords — CFO | Elliot Whalan — Principal Engineer | Steven — Customer Success
IMPORTANT GOVERNANCE DISCREPANCY: SEC Form D identifies Ethan Jones as CEO and President, while UV Labs' current official website identifies Justin Bebis as CEO. A 2024 stablecoin-credit paper lists "Ethan Jones, Conclave CEO" using the email [email protected], while separate public sources identify Justin Bebis as Conclave CEO. These facts warrant further identity and corporate-governance verification but do not prove the two names refer to the same person.
PUBLIC UV LABS OPERATING METRICS: 750+ production agents | approximately $375M-$400M cumulative real trading volume depending on current website page | 500,000+ captured complete decision episodes | approximately three years of live operations. THESE ARE COMPANY-DISCLOSED PLATFORM METRICS, NOT REVENUE, AUM OR SEC AMOUNT SOLD.
CORE PRODUCTS: UV Harness | Decision Data | financial-agent policy / trust infrastructure | HyperLLM | Cod3x production environment.
INDEPENDENT ECOSYSTEM EVIDENCE: UV Labs participated in the 0G Apollo accelerator; the program publicly identifies Justin Bebis as founder and describes UV Labs as building data and infrastructure for safer financial LLMs. UV Labs also publicly reports participation in NVIDIA Inception.
IMPORTANT CORPORATE-CONTINUITY LIMITATION: Public evidence demonstrates continuity of people and technology between Conclave, Cod3x and UV Labs, but the reviewed Form D does not establish that every historical Conclave/Cod3x asset, dataset, protocol or user relationship is legally owned by UV Labs AI, Inc.
CORE INDEPENDENT FINDING: UV Labs presents an unusual combination of a brand and technology operation claiming roughly three years of live-market history and a newly incorporated 2026 SEC issuer only beginning a $5M financing. The public website and SEC filing also disagree on the name of the CEO. Before valuing UV Labs on Cod3x's historical trading activity or proprietary decision data, investors should verify corporate asset transfers, IP ownership, data rights and the legal leadership record.
Form D is an exempt-offering notice and is not an SEC-issued certificate, approval or endorsement.