Invest in WitFoo
WitFoo, Inc. invites verified accredited investors to participate in a private placement of up to US$2.5 million under Regulation D, Rule 506(c). The investment case rests on two assets working together: defensible intellectual property — empathetic processing, the innovation on top of which WitFoo's full cybersecurity reporting and analytics suite is built — and a contracted route to market spanning seven transacting channel partners and the core software role in a major US Navy programme.
This raise bridges those signed relationships to recurring annual revenue on a deliberately small cost base.
The raise at a glance
90%+
security telemetry reduced before AI or SIEM, with no evidence lost
7
channel partners signed and transacting, including WWT and Accenture Federal Services
$789M
US Navy SHARKCAGE programme in which WitFoo is the core software component
87%
modelled gross margin on the base-case plan, with EBITDA breakeven in 2028
The offer at a glance
- Issuer
- WitFoo, Inc. — Delaware C-corporation; holds all group intellectual property
- Amount
- Up to US$2,500,000
- Instrument
- Investor’s choice — common stock, or a convertible note
- Equity terms
- US$25,000,000 pre-money · US$2.50 per share · US$27,500,000 post-money fully subscribed · about 9.1% dilution (1,000,000 new shares)
- Convertible terms
- US$30,000,000 conversion ceiling · 10% discount to the next qualified financing · 4–6% p.a. · 36–48 month maturity
- Minimum subscription
- US$10,000
- Exemption
- Regulation D, Rule 506(c) · Form D filed 26 June 2026 · verified accredited investors only
- US securities counsel
- Kennyhertz Perry LLC
Terms are indicative and subject to the Private Placement Memorandum and definitive subscription documents.
Asset one — foundational IP, owned outright
The industry's default answer to compounding cybercrime is to feed everything to AI, and the input costs of that answer are rising for vendors and customers alike. SIEMs bill per gigabyte ingested; AI SOC tools meter per investigation or per alert — and every one of those meters runs against raw, six-to-tenfold-redundant security data.
WitFoo's core IP — empathetic processing — works out what each security event actually means before any expensive system touches it, collapsing that redundancy into a single enriched record. Volume falls by more than 90% while 100% of the evidence an investigation might ever need is preserved. Costly probabilistic AI reasoning is reserved for the small share of work that needs it.
The position is protected two ways:
- Five U.S. provisional patent applications, filed 13 July 2026 with the USPTO, covering the platform's core mechanisms — with a counsel-directed United States and New Zealand prosecution strategy.
- Unpublished trade secrets — the AI-assisted R&D system, operating canon, and in-house AI platform work that generate those mechanisms remain WitFoo's alone.
Alongside the filings sit the Precinct 6 Cybersecurity Dataset — 114 million labelled records released with the University of Canterbury — and an economic moat in the architecture itself: flat per-appliance pricing with unlimited data, so WitFoo's value to customers compounds as rivals' per-gigabyte bills grow.
Asset two — the route to market is already contracted
Rather than building a large direct sales force, WitFoo signed the firms that already hold the customer relationships. Version 1.0.0 reached general availability in the Google and Azure marketplaces on 30 June 2026, and seven partners are signed and transacting today: WWT, Accenture Federal Services, Ardalyst, Kordia, SSS Cybersecurity, TD SYNNEX, and Tech Data.
The anchor is SHARKCAGE — a US Navy modernisation programme delivered under a US$789 million, five-year contract on which Accenture Federal Services is the prime contractor and WitFoo is the core software component. WitFoo's forecast contribution is about US$2.5 million a year at base run-rate: federal-scale validation, carried by a partner's balance sheet rather than WitFoo's.
Because partners carry distribution, WitFoo stays small. On the base-case plan, gross margin runs near 87% and the company reaches EBITDA breakeven in 2028 while headcount grows only from 8 to 14 people.
Use of proceeds
- Sales and channel enablement
- 38% · US$950,000
- Product and engineering
- 28% · US$700,000
- WFL commercial operations
- 18% · US$450,000
- Working capital and contingency
- 10% · US$250,000
- Offering, legal and compliance
- 6% · US$150,000
The raise deliberately does not fund AI-hardware capital expenditure, which is paced against realised revenue rather than paid for upfront.
The patent program
On 13 July 2026 WitFoo filed five provisional patent applications with the United States Patent and Trademark Office — one for each core mechanism of the platform. Filings were prepared and code-verified through WitFoo's AI-assisted R&D system and reviewed by US patent counsel; each application preserves a United States and New Zealand prosecution path, with conversion to full applications due by July 2027.
- 64/110,132
- Passive detection and graph representation of autonomous AI agents in network telemetry — Visibility into the agentic-AI wave, filed before any public disclosure.
- 64/110,134
- Deterministic entity identity with monotonicity-preserving merge — The graph-integrity backbone behind more than 90% telemetry reduction with no evidence lost.
- 64/110,135
- Detection-preserving pseudonymization of security telemetry — Privacy redaction that keeps detection, correlation and deduplication working.
- 64/110,138
- Consent-gated cross-organization federation with revocation propagation — The CyberGrid protocol behind Cybersecurity for Collective Defense.
- 64/110,139
- Evidence-derived incident risk composition with outlier damping — Triage scoring that gates automation and analyst attention.
Provisional applications establish priority dates; they are not issued patents, and no assurance can be given that any patent will be granted or will provide the scope of protection sought. The methodology that produced them — the AI-assisted R&D system — remains an unpublished trade secret.
The signed channel
Seven channel partners are signed and transacting today, with WitFoo as the core software component of the US Navy SHARKCAGE programme.
Further agreements are executed with IBM and with Carson & SAINT (pre-revenue), and negotiations are under way with Cisco. Partner logos are the property of their respective owners.
How to participate
1 · NDA and data room
Sign a mutual NDA and receive access to the investor data room, which includes the five patent filings as investor briefs. Start by contacting investor relations.
2 · Verification
Complete accredited-investor verification, as Rule 506(c) requires.
3 · Subscription
Elect the instrument and execute subscription documents. Full terms are in the Private Placement Memorandum.
Investor resources
Investor Relations Contact
Start the conversation — data-room access, terms, and verification.
Investor Brochure (PDF)
The July 2026 private-placement brochure — the offer, the IP, and the channel.
Shareholders Portal
Existing shareholders — holdings, documents, and updates.
SEC Filings
WitFoo, Inc. filings on SEC EDGAR, including Form D.
Due Diligence Portal
Verified accredited investors — the offering data room.
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Occasional email updates on the offering and company milestones. You can unsubscribe at any time.
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Disclaimer. This page is for informational purposes only and is not an offer to sell or a solicitation of an offer to buy any security. Any offer is made solely through the Private Placement Memorandum and definitive subscription documents, to verified accredited investors, under Regulation D, Rule 506(c). The securities have not been registered under the U.S. Securities Act of 1933 or any state securities laws and may not be resold absent registration or an applicable exemption. Forward-looking statements — including projections, revenue trajectory, margins and use of proceeds — are based on assumptions described in the offering materials; actual results may differ materially. Statements regarding patent applications describe provisional filings only; provisional applications are not issued patents and confer no enforceable rights unless and until patents are granted. Third-party statistics are attributed to their sources in the offering materials.