UV LABS AI SEC FORM D REVIEW
UV Labs AI, Inc. filed its first visible Form D in September 2026, and the regulatory numbers are modest compared with the operating scale presented on the company's own website. The Delaware corporation reported a $5 million offering under Rule 506(b), with a first sale dated September 1, 2026. At filing, only $35,000 had been sold to two investors, leaving $4.965 million remaining. The securities include equity, options or warrants and securities issuable upon exercise of those rights. The minimum outside investment is $10,000, sales commissions and finder fees are reported at zero, and no offering proceeds were reported as planned payments to listed related persons. UV Labs declined to disclose its revenue range. Those facts matter because a visitor seeing a $5 million headline should not describe UV Labs as having "raised $5 million"; the SEC filing shows that approximately 0.7% of the stated offering had been sold when the notice was submitted.
The operating story is far more developed than that fundraising figure suggests. UV Labs describes itself as infrastructure for autonomous financial markets, providing decision data, agent infrastructure and a trust layer for financial AI. Its website says the system has operated across more than 750 production agents, processed more than $375 million of transaction volume and accumulated approximately three years of live operating history. It additionally states that more than one million trades have been placed and more than 500,000 have been captured as full decision episodes. The company's research thesis is that generic price, market and news data are insufficient to train reliable financial agents; instead it generates trajectories that include trader decisions, tool use, constraint handling and outcomes in environments where real capital is at risk. UV also markets a hosted product called UV Harness for financial platforms and decision-data products for AI research laboratories, positioning itself closer to financial-agent infrastructure and post-training data than to a conventional consumer trading application.
There is meaningful third-party evidence that UV Labs is an active operating project rather than a newly created filing shell. UV was one of ten startups selected for the inaugural 2026 0G Apollo Accelerator, a program operated by 0G and Blockchain Builders Fund with connections to the Stanford blockchain ecosystem. Apollo describes UV Labs as building "financial reasoning training data" and lists Justin Bebis as a UV Labs founder in its founder testimonial. The cohort completed a ten-week accelerator, presented at Demo Day and graduated at Stanford in July 2026. UV's own public materials also describe participation in NVIDIA Inception and work with Google Cloud, while Brandon Swords publicly discussed the company's effort to harden security and scalability using Google Cloud infrastructure. Those relationships should be interpreted as ecosystem participation rather than endorsements of investment merit, but they are useful external evidence that UV Labs has been building and presenting its technology publicly before the September Form D appeared.
A second layer of evidence comes from the team's earlier Cod3x work. Brandon Swords publicly identifies himself as a co-founder of UV Labs and as a director at Cod3x, while Justin Bebis is publicly identified by Cod3x as its CEO and founder. Cod3x operates an AI trading terminal in which autonomous agents analyze markets and execute perpetual-futures strategies on venues such as Hyperliquid and GMX. That history helps explain UV Labs' claim that its financial-AI infrastructure has accumulated years of real-market operating data: the technical concepts visible in UV — autonomous agents, live trade execution, model selection, risk policies and decision feedback loops — strongly overlap with the environment built through Cod3x. However, UV Labs' current website does not explicitly state that every Cod3x transaction, user or data point belongs legally to UV Labs AI, Inc. The company therefore should document whether UV Labs acquired, licenses or shares Cod3x intellectual property, datasets, software, user relationships or infrastructure and whether the claimed $375M+ transaction volume comes wholly or partly from systems developed before the 2026 corporation was formed.
The governance record requires even closer attention. UV Labs AI's Form D names Ethan Jones as Director, Chief Executive Officer and President. Brandon Swords is listed as Director, Secretary and Chief Financial Officer/Treasurer and signed the filing. Yet UV Labs' public website directs business inquiries to [email protected], the Apollo Accelerator identifies Justin Bebis as a founder of UV Labs, and Cod3x publicly identifies Bebis as its CEO. Brandon Swords' public professional profile likewise describes him as a UV Labs co-founder. None of this proves an inconsistency in legal control: startups frequently distinguish statutory officers, founders, product leaders and public-facing executives, and roles can change rapidly. Still, the gap is material enough that investors should obtain a current capitalization table, certificate of incorporation, board resolutions, executive employment agreements and IP-assignment documents showing who owns the company, who controls the board and why Justin Bebis is prominent in operational materials but not listed among the Form D related persons.
UV Labs also makes unusually strong operational claims that should be separated carefully from financial results. Its website says more than 750 agents have run in production and references roughly $375 million to nearly $400 million in transaction volume. Transaction volume is not revenue, assets under management, customer funds held, profit or company valuation. Similarly, a million executed trades says something about usage and training-data generation but does not establish positive investment returns. The company's HyperLLM research illustrates the technical thesis well: UV publicly described training a smaller Qwen-based financial model on position sizing, trading mechanics, constraint adherence and API structure and reported improvement in multi-step reasoning after narrowing the training dataset. That work strengthens the claim that UV is building specialized financial-model infrastructure, but investors still need benchmark methodology, independent reproducibility, customer retention, revenue and gross-margin evidence before translating technical activity into enterprise value.
KEY FINDINGS UV Labs AI, Inc. is a Delaware corporation formed in 2026 and headquartered in San Francisco. Its September 2026 Form D reports a $5 million Rule 506(b) financing with only $35,000 sold to two investors and a $10,000 minimum investment. The issuer offers equity plus option or warrant-related securities and declined to disclose revenue. The company's website describes a substantially more mature operating footprint: 750+ production agents, $375M+ in transaction volume, one million-plus trades and approximately three years of live operating history. UV participated in the 2026 0G Apollo Accelerator and publicly describes products spanning decision data, financial-agent infrastructure, reinforcement-learning trajectories and compliance/policy tooling. The main diligence anomaly is management presentation: Ethan Jones is the SEC-listed CEO, Brandon Swords is SEC-listed CFO/Secretary, while Justin Bebis is publicly described by third parties as a UV Labs founder and serves as the website's direct business contact.
FINANCING AND SEC STRUCTURE Entity: Delaware Corporation Year of legal formation: 2026 Form D filing date: September 17, 2026 Signature date: September 16, 2026 Exemption: Rule 506(b) Security types: Equity; option, warrant or other right to acquire securities; securities acquired upon exercise Remaining: $4,965,000 Sales commissions: $0 Finder fees: $0 Payments to related persons: $0 Revenue: Declined to disclose Offering duration: Not intended to last more than one year Business combination: No
MANAGEMENT AND GOVERNANCE PENETRATION Ethan Jones: SEC filing identifies him as Director, CEO and President. Brandon Swords: SEC filing identifies him as Director, Secretary and CFO/Treasurer; he signed the Form D. Justin Bebis: 0G Apollo publicly identifies him as Founder, UV Labs; UV Labs website uses [email protected] as the primary contact address. Brandon Swords public role: Public professional materials also describe him as a UV Labs co-founder and connect him to Cod3x. Key unresolved question: The legal and operational roles of Jones, Swords and Bebis should be reconciled through corporate records rather than inferred from titles appearing on different websites.
PRODUCT AND OPERATING EVIDENCE UV Labs describes three principal layers: Decision Data, Agent Infrastructure and Trust Layer. Decision Data captures complete financial-agent episodes including tool calls, constraints, decisions and verified outcomes. The infrastructure layer coordinates models and real-time market inputs, while the trust layer adds policy, compliance and audit controls. UV Harness is marketed to financial platforms seeking to deploy policy-governed autonomous agents, while research labs are offered complete trading decision episodes for post-training. The website reports 750+ agents in production, $375M+ of transacted volume, three years of live operations, more than one million trades and 500,000+ full decision episodes. These are company-reported operating metrics and should not be interpreted as audited revenue or investment performance.
COD3X CONNECTION Cod3x is a separate publicly visible AI trading platform whose technology history appears relevant to understanding UV Labs' claimed operating experience. Cod3x allows users to create AI trading agents, analyze markets and execute perpetual-futures trades through venues including Hyperliquid and GMX. Justin Bebis is identified as Cod3x CEO and founder, and Brandon Swords publicly connects his professional history to both Cod3x and UV Labs. The overlap provides a plausible operating lineage for UV's claim of multi-year live agent history, but FilingDossier did not locate a first-party corporate disclosure specifying the ownership or licensing relationship between Cod3x assets and UV Labs AI, Inc. Investors should therefore verify IP assignments, source-code ownership, data rights, customer migration agreements and related-party arrangements.
ACCELERATOR AND ECOSYSTEM EVIDENCE UV Labs was selected for the Spring 2026 0G Apollo Accelerator cohort. Apollo described the business as "data + infra to train safer financial LLMs" and later as financial-reasoning training-data infrastructure. The cohort included ten AI companies, ran for approximately ten weeks and culminated in Demo Day and a July graduation at Stanford. UV has separately publicized participation in NVIDIA Inception and use of Google Cloud infrastructure. These programs strengthen the operating-history record but are not substitutes for customer contracts, audited finances or technical due diligence.
CORE INVESTOR QUESTIONS Investors should determine why the 2026 legal corporation reports only a recent formation date while UV describes three years of operating history; document precisely which pre-2026 assets, datasets, contracts and software were transferred into UV Labs AI, Inc.; reconcile Ethan Jones' SEC CEO role with Justin Bebis' public founder role and Brandon Swords' co-founder positioning; review the capitalization table and board composition; establish whether Cod3x remains a separate company, related party, predecessor project or licensed technology provider; verify the methodology behind the 750+ agent and $375M+ volume claims; separate trading volume from actual UV revenue; obtain monthly recurring revenue, enterprise contracts, gross margin and cash-burn data; review liability exposure associated with automated financial agents; and determine how training data derived from live users is consented, licensed, anonymized and protected.
CORE RISKS The current financing is at an extremely early stage relative to the $5 million target, with only $35,000 sold at filing. The company was legally formed in 2026 even though its website attributes several years of operating history to the technology, creating a predecessor-asset diligence requirement. Public management descriptions do not map cleanly to the statutory officers named in the SEC filing. Financial agents operating leveraged or crypto-related markets introduce model risk, execution risk, software risk, market risk, cybersecurity risk and potentially evolving regulatory exposure. Company-reported transaction volume and agent counts are useful operating indicators but are not audited financial metrics. The relationship between UV Labs and Cod3x also needs documentary clarification before investors can determine exactly which technology, data and operating history belong to the SEC issuer.
SEC SNAPSHOT Form D Type: New Notice Filed: September 17, 2026 Formation Year: 2026 Principal Office: San Francisco, California Exemption: Rule 506(b) Remaining: $4,965,000 Revenue Range: Declined to disclose Sales Commissions: $0 Finder Fees: $0 CEO / President: Ethan Jones CFO / Secretary / Treasurer: Brandon Swords Public Contact: [email protected] Company-Reported Agents: 750+ Company-Reported Transaction Volume: $375M+ Company-Reported Live Operating History: 3 years Company-Reported Trades: 1M+ Company-Reported Full Decision Episodes: 500K+
PRIMARY EVIDENCE REVIEWED SEC Form D for UV Labs AI, Inc., CIK 0002155383. UV Labs official website and product descriptions. UV Labs public HyperLLM research materials. 0G Apollo Accelerator company profile and 2026 cohort materials. 0G Apollo August 2026 graduation recap. Public professional profile for Brandon Swords. Cod3x official website and technical documentation. UV Labs public company profile and ecosystem announcements.
IMPORTANT FORM D NOTICE UV Labs AI's Form D does not state that the company raised $5 million. It reports a $5 million offering of which only $35,000 had been sold to two investors when filed. Likewise, UV Labs' reported $375M+ transaction volume should not be described as revenue, assets under management or capital raised. Form D is an exempt-offering notice rather than SEC approval, and company-reported operating metrics require separate verification. Investment-level diligence should therefore include capitalization records, audited or management financial statements, customer contracts, corporate governance documents, IP-assignment records, data-rights documentation and a clear legal explanation of the relationship among UV Labs AI, Cod3x and the individuals publicly associated with both businesses.