How Value8 Handles Securities Compliance (Rule 701, Rule 144, Reg D)

The product model: monitoring software, not a legal determination

Value8's securities-compliance tools, part of Value8 Ledger, track exemption headroom, resale eligibility, and offering status directly against a company's cap table. Like Value8's ASC 718 module, this is software a company's own team runs, not an engagement performed on the company's behalf. It tells a company what its numbers currently are against each rule's thresholds; it doesn't determine, and doesn't claim to determine, whether a specific issuance, offering, or resale actually qualifies for an exemption. That determination stays with the company's securities counsel.

Because the tools read from the same cap table the company already maintains, who holds what, when they acquired it, and under what plan or offering, flows directly into each monitor without a separate data-entry step.

Rule 701 Monitor

Inside Ledger, Compliance & Tax → Securities Compliance → Rule 701 Monitor tracks headroom under the Rule 701 exemption for compensatory equity issuances. It shows:

• 12-month issuances: the rolling 12-month aggregate value of securities sold under the exemption.
• Available headroom: how much more can be issued under the effective limit, with a utilization bar, and pending value: issuances queued but not yet made, flagged if they would push the company over the limit.
• The $10M disclosure flag: whether the enhanced-disclosure threshold has been triggered for the current 12-month window.

The effective limit depends on the company's financials, specifically its total assets, so the monitor is driven by a financial snapshot a user adds (balance-sheet date, total assets, and optionally total liabilities); the exemption limit (the greatest of $1,000,000, 15% of total assets, or 15% of the relevant class's value) recalculates from that snapshot rather than being entered as a static number.

Rule 144 resale tracking

Compliance & Tax → Securities Compliance → Rule 144 tracks restricted and control securities and when each one becomes eligible for resale. For each holding, the tracker records the acquisition date, the applicable holding-period length (defaulting to 12 months for a private company, configurable per company's own compliance settings), whether the holder is an affiliate, and computes the resulting eligible-for-sale date. The view also shows:

• The volume limit for affiliates, computed as the greater of 1% of the class's total outstanding shares, or the recent average weekly trading volume, recalculated against the company's current outstanding-share data rather than a number entered once and left stale.
• Form 144 filing status per holding (not required, required, prepared, filed, or expired), tracked alongside the holding-period countdown rather than in a separate system.
• Legend removal status: once a holding clears its resale conditions, the tracker flags it as eligible, and records when the restrictive legend removal was requested and confirmed (including a transfer-agent confirmation reference, where applicable).

This is a read-only monitoring view: it tracks eligibility and status, it doesn't execute a resale or submit a filing on the company's behalf.

Regulation D offering tracking

Ledger's Reg D area tracks a private offering end to end against the exemption type actually being used:

• Offering setup: name, exemption type (506(b), 506(c), or the smaller 504 exemption), target raise amount, and first-sale date, which starts the Form D filing clock.
• Investor accreditation: each investor's accreditation record, including the basis claimed (income threshold, net worth threshold, a professional certification, qualified institutional buyer or registered-entity status, a family office, or a knowledgeable-employee basis), and its status (pending, verified, rejected, revoked, or expired). For a 506(c) offering, this is where the heavier "reasonable steps to verify" documentation gets tracked, since self-certification alone isn't sufficient for that exemption.
• Form D and Blue Sky status: the federal Form D filing (with its 15-day deadline from first sale, filing status, and EDGAR confirmation number once filed) and, per state, Blue Sky notice filings (status, fee, and expiration), tracked against the same offering record.

Closing an offering locks it for reporting while preserving the full record, including every accreditation decision and filing, for later audit.

Filing records

Separately from the Reg D-specific filings above, Ledger's parent Cap Table data keeps a general filing record (incorporation certificates, certificates of amendment, and board consents) that authorizes the share classes and authorized-share amounts a company later issues against. Recording the filing alongside the share class or authorized-share change it creates keeps an auditable chain from board approval through to what actually appears on the cap table, which is also what the Rule 701 and Reg D monitors above are measuring issuances and offerings against.

Where this fits with the rest of Value8

Securities-compliance monitoring draws on the same underlying cap-table data as Value8's other Ledger modules: the fair market value the Rule 701 Monitor uses to size the 15%-of-class limit is the same 409A valuation figure the ASC 718 module uses to price option grants, so a company isn't maintaining two different answers to "what is a share of our stock worth" across two different compliance tools.

What this page does not claim

• These are monitoring tools Value8's customers operate themselves; they don't substitute for a securities-law determination from qualified counsel, and Value8 doesn't make that determination on a customer's behalf.
• No claim is made about pricing or which specific Value8 Ledger tier includes each monitor; see pricing, and the verification note above.
• No claim is made that these tools automatically submit a Form D, Form 144, or Blue Sky filing, or automatically remove a restrictive legend with a transfer agent; they track status and deadlines for filings and steps a company still takes itself.