An AI Employees incubator is raising $4.3 million from the public. Its CEO paid the FTC $2.5 million, and his company bought his other company.

On August 28 a Delaware company called UgenticAI, Inc. filed an amended offering statement with the Securities and Exchange Commission to sell up to $4.3 million of stock to the public at ten cents a share. The Form C/A describes the company as "a specialized AI holding company focused on the rapidly growing 'Agentic AI' sector, designed to provide small and medium-sized businesses with a digital workforce of autonomous 'AI Employees.'" Its founder and chief executive, Anik Singal, is described as leading it "to build the world's largest Agentic AI incubator." The filing runs 48 pages. Almost every fact that follows comes from it.

The offering is made under Regulation Crowdfunding, the 2016 rule that lets startups raise from ordinary investors through registered portals with far lighter disclosure than a public listing. The minimum target is $10,000. The deadline is April 30, 2027. The shares on offer are Class B common stock. According to the filing's ownership table, Singal holds 845,000,000 Class A shares representing 100 percent of the company's voting power, so the investors funding the raise will own a piece of the company and no say in it.

The FTC order, in the company's own words

The filing discloses, as it must, that in October 2023 "the Federal Trade Commission (FTC) issued a final stipulated order against Lurn, Inc. and its CEO, Anik Singal, following allegations that they made baseless and misleading claims about potential earnings from their coaching programs." Under that order, it continues, "Lurn and Singal were required to pay $2.5 million to the FTC," money designated for refunds to consumers, and "they are also permanently prohibited from making unsubstantiated claims regarding earnings, testimonials, or the profitability and risks associated with their services." Lurn has since been renamed Expert Scale, Inc.; Singal has been its CEO since 2002 and still is. The order surfaces again as a risk factor: "as part of the order agreed to with the FTC, Anik Singal must provide certain notices to potential hires that could dissuade them from joining the Company."

The biography a few pages earlier describes Singal as "a serial entrepreneur with over 20 years of leadership experience, generating more than $150 million in digital sales and building a community of over 1.7 million followers." Both paragraphs are true at once, which is the point of a disclosure document.

The company bought the founder's company

In August 2025 UgenticAI "completed the related-party acquisition of Complily, an agentic AI company with a product focused on marketing compliance for businesses." Singal was Complily's CEO from January 2024 to April 2025. The price was "approximately $6,420,000, consisting of $5,000,000 of UgenticAI, Inc. Stock (100,000,000 shares @ $0.05 Per share) and $1,420,000 of a promissory note payable to the founder of Complily, Inc." The filing states plainly that "the acquisition constituted a related-party transaction," that an outside firm produced a 409A valuation, and that "the terms were approved by the Company's management following internal review." Management, per the ownership table, is the seller.

That is not the only money flowing between Singal and the company he controls. UgenticAI has borrowed "an aggregate of approximately $848,088" from him at 5 percent interest, due December 1, 2028, on terms the filing says "were not negotiated on an arm's-length basis." In May 2026 it signed an affiliate agreement under which Expert Scale, the renamed Lurn, refers customers to UgenticAI in exchange for "a referral fee equal to 40% of Net Revenue" on attributed sales; Singal and the CFO, Rich Ruggiero, are officers of both companies. No referral fees had been paid as of the filing date. Separately, a director, Kevin Morris, owns the advisory firm Atlas Rd, LLC, which the company has paid $118,000 for fundraising services.

Stock for a credit card number

The offering's bonus-share schedule is the detail that most clearly marks where the agent economy meets the funnel economy. "Anyone who signs up for a free 14-day trial of Ugentic's UgenticIQ software and inputs their credit card information will earn 100 Bonus Shares of Class B Common Stock," the filing says. Converting that trial to a paid annual subscription earns 5,000 bonus shares. The product being trialed is UgenticIQ, "a no-code agentic platform that allows users to build and deploy autonomous 'AI Employees,'" built on what the company calls its 4-Layer BIVV cloning technology, for Brain, Image, Voice and Video, that lets a user create "a high-fidelity 'AI Clone' of themselves." Named competitors include HeyGen, Delphi, Relevance AI, CrewAI and Gumloop.

The numbers

Revenue for 2025 was $2,210,988, against $67,294 the year before, which the filing describes as "an increase of over 3100%." Operating expenses were $4,999,124, up from $382,749, "growing by over 1200%," driven by marketing and advertising spend that rose from $5,768 to $1,177,646. The net loss for the year was $2,929,480. Cash on hand was $1,437,734 at the end of December and $1,248,517 on May 4. The company has already raised $1,030,715 through an earlier Regulation CF round and $805,000 under Regulation D, and warns investors in this offering that "the Company is fundraising at better terms than offered to investors in this Offering" through concurrent private sales.

None of this is alleged to be unlawful, and we are not suggesting it is. Regulation CF exists so that companies like this can raise money from the public, and the filing discloses what the rules require it to disclose. The story is what the disclosures add up to. Institutional agent funding this year has run through $2 billion holding companies and $60 billion acquisitions, with lawyers, boards and diligence on both sides. At the other end of the market, a company selling "AI Employees" to small businesses is selling non-voting shares to those same small-business owners, with a founder who cannot legally make earnings claims and who has been on both sides of the company's largest transaction. Anyone considering the offering can read all 48 pages at the link above. We recommend it.