Bonafide.ai Files $12.21M Equity Offering; $4.21M of Sold Total Came From SAFEs

Bonafide.ai has set a $12.21 million ceiling on a new exempt equity offering and reported $9.24 million sold. The central qualification sits in the same Form D: $4.21 million of that reported total consists of securities issued upon conversion and cancellation of outstanding SAFEs. The notice does not provide a separate subtotal for cash purchases.

The company filed a new Form D for a Rule 506(b) exempt offering of equity securities, classified in the other-technology industry group. It lists August 11, 2026, as the first-sale date, and Chief Executive Officer Layton Han signed the notice on August 24. The offering has 23 investors and no minimum outside investment.

How the reported sales figure is composed

The securities issued through SAFE conversions account for roughly 46% of the $9,239,992 listed as sold. Since the filing includes those securities within its total without separately stating cash purchases, the sales figure cannot by itself serve as a standalone cash-purchase measure.

The notice leaves capacity, not a completed round

Bonafide.ai says it does not intend for the offering to last more than one year. The $2,970,008 remaining figure identifies securities still available under the stated offering; it does not establish that the company will sell the full $12.21 million amount.

The filing is marked as a new notice rather than an amendment and is not connected to a merger, acquisition, or exchange offer. It lists zero sales commissions and finder’s fees, along with zero gross proceeds used or proposed for payments to named officers, directors, or promoters.

Bonafide.ai is identified as a Delaware corporation incorporated in 2024, with its principal office in Oakland, California. Han is listed as an executive officer and director; Noah Doyle and Janie Yu are listed as directors.

Form D is a notice of an exempt securities offering. The form states that the SEC has not necessarily reviewed the information or determined whether it is accurate or complete, so it records the issuer’s reported offering structure rather than an SEC-validated financing account.