The investor raise
Since September 19, 2026, the TokenOS site has offered a stake in the company itself, for up to $40 million. The page that sells it does not mention that payouts stopped. This page sets the two side by side.
What is being sold
The seller is TokenOS AI, LLC. It is a Delaware limited liability company formed on June 5, 2025. Delaware's public business search lists it under file number 10217908.
The thing sold is a SAFE. A SAFE is a contract. The buyer pays now. The company promises shares later, if it ever sells shares in a priced round. If it never does, the contract may be worth nothing.
The offer has changed three times in three weeks.
| Date seen | What the page offered |
|---|---|
| September 19, 2026 | "$25M SAFE · $200M POST-MONEY CAP · 12.5%". No exemption was claimed. A deck could be downloaded. |
| October 5, 2026 | "Up to $40M" at the same cap. Now offered under Rule 506(c) and Regulation S to verified investors only, with offering documents dated September 25, 2026. |
| October 11, 2026 | The same terms, with a subscription portal, a new deck and two new lines: "funds are not escrowed" and "Form D within 15 days of first sale". |
The terms as of October 11, 2026, in the page's own words.
| Term | What the page says |
|---|---|
| Size | "$40M aggregate Purchase Amount · rolling closings · no minimum" |
| Price | "$200M post-money · no discount · ≈ 20% post-money if fully subscribed" |
| Who may buy | "Verified accredited investors (Rule 506(c)) · non-U.S. persons in offshore transactions (Regulation S, Category 3) · maximum 99 holders of record" |
| Minimum | "$200,000 individual · $1,000,000 entity" |
| Resale | "365-day lock-up (Rule 144)", "no DEX or exchange trading" |
| Payment | "USDC to the Company treasury, or wire · funds are not escrowed" |
Escrow means a third party holds the money until a deal closes. Here there is none. Money goes straight to an account the company controls. The same company has made no regular payouts to its node customers since August 13, 2026.
What the page says, and what it leaves out
The page leads with three numbers: "7,000+ nodes deployed", "$61M+ service fees paid out" and "$26M+ fees above hardware cost". On September 19, 2026, the two money figures were labelled "yield distributed" and "net profit since launch". The words changed. The numbers did not.
The page works the numbers out in the reader's own browser. Its public code fetches the list of node purchases from the company's database. For each purchase it applies a fixed daily rate for the node type over 30 days. It adds the results up. The request asks for five fields: the purchase id, its date, the wallet, the node count and the node type. No field records whether a payout was made.
So the "$27.0M" the page says was paid out between July 26 and October 11, 2026, is what the formula says customers should have earned. Regular payouts stopped on August 13, 2026. See How the money moved.
The page does not mention that payouts stopped. It does not mention the roughly $20 million that has come due unpaid. It does not mention the 2012 order. Neither the page nor the deck names anyone who runs the company. The deck's own file information says it was created on October 7, 2026.
The exemption
A company that sells a stake in itself to the public in the United States must register the sale or fit an exemption. The page claims one, Rule 506(c). Under that rule a company may advertise. It may sell only to buyers it has verified as accredited investors. It must file a short notice, Form D, with the Securities and Exchange Commission within 15 days of the first sale. The page now says so itself.
EDGAR is the Commission's public filing database. EDGAR was searched on October 11, 2026, for the issuer name and for the named officer. No Form D was found. On the same day the company's own portal said nothing had yet been sold. If that is right, no filing was yet due. The search takes a minute to repeat.
The company's terms of service go further. Since September 17, 2026, they have applied the same rule to every node customer. Each must declare that they are an accredited investor. The terms also state that "TokenOS may engage in general solicitation and general advertising in reliance on Rule 506(c)." See The identity check.
The portal
On October 11, 2026, the subscription portal read: "Offering status OPEN", "$0 funded (0%)", "HOLDERS 0 / 99". It named the account that receives payments. On that day the account had never sent or received anything.
Only one of the six offering documents can be read without signing in, the electronic-signature disclosure. The offering memorandum, the SAFE itself and the subscription agreement unlock after a buyer completes an identity check through the portal.
How it was sold in the Telegram group
The group is where node customers wait for their payouts. The official account sold the raise there too.
We are also working on agreements for equity in TokenOS as well as working with our larger institutional investors to allow us to pay smaller accounts out before they receive payment
Reminder that we are paying significant interest and giving up equity to get funds flowing faster. We aren't getting paid during this situation either.
Back then? It's still open
A member had asked whether anyone got into the equity round.
Because we're building a lot more than just the compute network, and equity will entitle investors to a share of every revenue stream. Minimums depend on your location. Email info@tokenOS.ai to discuss or for more information.
A member had asked whether there was a minimum to enter.
Right, but we're still going to move forward with our equity offering. This whole experience shows how important it is to have a significant cushion of capital, even if your revenue is great.
Anyone can participate so long as they qualify.
The page says buyers must be verified accredited investors and sets a minimum of $200,000. In the group, the answer to a question about the minimum was that it depended on location.