In re UNDERDOG SPORTS

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
 
SECURITIES ACT OF 1933 
Release No. 11348 / December 20, 2024  
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22378 
 
 
ORDER INSTITUTING 
CEASE-AND-DESIST PROCEEDINGS, 
PURSUANT TO SECTION 8A OF THE 
SECURITIES ACT OF 1933, MAKING 
FINDINGS, AND IMPOSING A CEASE-AND- 
DESIST ORDER 
 
 
I. 
 
The Securities and Exchange Commission (“Commission”) deems it appropriate that 
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the 
Securities Act of 1933 (“Securities Act”) against Underdog Sports Holdings, Inc. (“Underdog” or 
“Respondent”). 
 
II. 
 
In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these 
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 
Cease-and-Desist Proceedings, Pursuant to Section 8A of the Securities Act of 1933, Making 
Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below. 
 
III. 
 
On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
 
 
 
 
1
 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 
binding on any other person or entity in this or any other proceeding. 
 
In the Matter of 
UNDERDOG SPORTS 
HOLDINGS, INC., 
Respondent. 

Summary 
 
1. These proceedings arise out of Respondent’s failures to timely file a Form D in 
violation of Rule 503 under the Securities Act in connection with several unregistered securities 
offerings. 
 
2. All offers and sales of securities must either be registered under the Securities Act 
or fall within an exemption from registration. Regulation D provides three exemptions from the 
Securities Act’s registration requirements, allowing certain issuers to offer and sell their 
securities without registering the offering with the Commission. The Commission’s primary 
source of information on the Regulation D market is Form D, which is used by issuers to provide 
notice of an exempt offering of securities under Regulation D. An issuer offering or selling 
securities in reliance on one of the exemptions provided by Regulation D is required by 
Securities Act Rule 503 to file a notice of sales on Form D for each offering of securities no later 
than 15 calendar days after the first sale of securities in the offering. 
 
3. When an issuer does not follow the requirements to file a Form D (or amend its 
existing Form D filing) it has multiple negative effects. First, the Commission’s ability to fully 
assess the scope of the Regulation D market is impeded, which is key to the Commission’s 
understanding of whether Regulation D is appropriately balancing the need for investor 
protection and the furtherance of capital formation, particularly as it relates to small businesses. 
Second, it harms the Commission’s ability to monitor and enforce compliance with the 
requirements of Regulation D as well as state securities regulators’ and self-regulatory 
organizations’ ability to monitor and enforce other securities laws and the rules of securities self- 
regulatory organizations. Finally, it impacts investors and other market participants. Forms D 
can be a source of information for those parties: to understand whether companies are complying 
with federal securities laws in their offerings, to do research and analysis on the Regulation D 
market, and to report on capital-raising in industries that use Regulation D. All of these uses of 
Forms D are adversely impacted when issuers fail to comply with the requirements of Rule 503. 
 
Respondent 
 
4. Underdog Sports Holdings, Inc. (“Underdog”) is a Delaware corporation with its 
principal place of business in Brooklyn, New York. Underdog is a privately-held corporation 
that operates an online daily fantasy sports website and mobile app. It is not registered with the 
Commission in any capacity. 
 
Facts 
 
5. Regulation D provides a non-exclusive method for issuers to conduct securities 
offerings that are exempt from registration under Section 5 of the Securities Act. 
 
6. Under Rule 503 of Regulation D, an issuer offering or selling securities in 
reliance on Rule 504 or 506 must file a notice of sales on Form D with the Commission for each 
new offering of securities no later than 15 calendar days after the first sale of securities in the 
offering. While a failure to provide such notice does not result in a loss of the exemption from 

Section 5, the failure to comply with the requirements of Rule 503 itself is a violation of the 
Securities Act and rules promulgated thereunder. 
 
7. From at least April 2020 to January 2022, Respondent engaged in several 
unregistered securities offerings, reaching out to at least several hundred prospective investors 
and ultimately raising tens of millions of dollars from over 100 investors. Respondent engaged 
in certain communications that constituted general solicitation for these offerings. 
8. Because Respondent engaged in general solicitation, the offerings could not have 
been conducted as exempt offerings under Section 4(a)(2) of the Securities Act and therefore 
could not have been conducted without reliance on Rule 504 or Rule 506(c) of Regulation D. 
Accordingly, Respondent needed to file a Form D for each offering, but Respondent failed to 
timely file Forms D for all of these offerings. 
Violations 
 
9. As a result of the conduct described above, Respondent violated Rule 503 of 
Regulation D of the Securities Act which requires that any issuer relying on Rule 504 or Rule 
506 of Regulation D file with the Commission a notice of sales containing the information 
required by Form D for each new offering of securities no later than 15 calendar days after the 
first sale of securities in the offering. 
 
Respondent’s Remedial Efforts 
 
In determining to accept the Offer, the Commission considered remedial acts undertaken 
by Respondent and cooperation afforded the Commission staff. 
 
IV. 
 
In view of the foregoing, the Commission deems it appropriate and in the public interest 
to impose the sanctions agreed to in Respondent’s Offer. 
 
Accordingly, it is hereby ORDERED that: 
 
A. Pursuant to Section 8A of the Securities Act, Respondent cease and desist from 
committing or causing any violations and any future violations of Rule 503 of Regulation D of 
the Securities Act. 
B. Respondent shall, within fourteen (14) days of the entry of this Order, pay a civil 
money penalty of $175,000 to the Securities and Exchange Commission for transfer to the 
general fund of the United States Treasury, subject to Section 21F(g)(3) of the Securities 
Exchange Act of 1934. If timely payment is not made, additional interest shall accrue pursuant 
to 31 U.S.C. § 3717. Payment must be made in one of the following ways: 
 
(1) Respondent may transmit payment electronically to the Commission, which will 
provide detailed ACH transfer/Fedwire instructions upon request; 

(2) Respondent may make direct payment from a bank account via Pay.gov through the 
SEC website at http://www.sec.gov/about/offices/ofm.htm; or 
 
(3) Respondent may pay by certified check, bank cashier’s check, or United States postal 
money order, made payable to the Securities and Exchange Commission and hand- 
delivered or mailed to: 
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Underdog as a Respondent in these proceedings, and the file number of these proceedings; a 
copy of the cover letter and check or money order must be sent to Sheldon L. Pollock, Division 
of Enforcement, Securities and Exchange Commission, 100 Pearl Street, Suite 20-100, New 
York, New York 10004. 
 
C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes. To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such 
a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 
of the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
 
By the Commission. 
 
 
Vanessa A. Countryman 
Secretary 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

 

SECURITIES ACT OF 1933 

Release No. 11348 / December 20, 2024  

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22378 

 

 

ORDER INSTITUTING 

CEASE-AND-DESIST PROCEEDINGS, 

PURSUANT TO SECTION 8A OF THE 

SECURITIES ACT OF 1933, MAKING 

FINDINGS, AND IMPOSING A CEASE-AND- 

DESIST ORDER 

 

 

I. 

 

The Securities and Exchange Commission (“Commission”) deems it appropriate that 

cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the 

Securities Act of 1933 (“Securities Act”) against Underdog Sports Holdings, Inc. (“Underdog” or 

“Respondent”). 

 

II. 

 

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the 

findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these 

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 

Cease-and-Desist Proceedings, Pursuant to Section 8A of the Securities Act of 1933, Making 

Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below. 

 

III. 

 

On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 
 

 

 

 

1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 

binding on any other person or entity in this or any other proceeding. 

 

In the Matter of 

UNDERDOG SPORTS 

HOLDINGS, INC., 

Respondent. 



Summary 

 

1. These proceedings arise out of Respondent’s failures to timely file a Form D in 

violation of Rule 503 under the Securities Act in connection with several unregistered securities 

offerings. 

 

2. All offers and sales of securities must either be registered under the Securities Act 

or fall within an exemption from registration. Regulation D provides three exemptions from the 

Securities Act’s registration requirements, allowing certain issuers to offer and sell their 

securities without registering the offering with the Commission. The Commission’s primary 

source of information on the Regulation D market is Form D, which is used by issuers to provide 

notice of an exempt offering of securities under Regulation D. An issuer offering or selling 

securities in reliance on one of the exemptions provided by Regulation D is required by 

Securities Act Rule 503 to file a notice of sales on Form D for each offering of securities no later 

than 15 calendar days after the first sale of securities in the offering. 

 

3. When an issuer does not follow the requirements to file a Form D (or amend its 

existing Form D filing) it has multiple negative effects. First, the Commission’s ability to fully 

assess the scope of the Regulation D market is impeded, which is key to the Commission’s 

understanding of whether Regulation D is appropriately balancing the need for investor 

protection and the furtherance of capital formation, particularly as it relates to small businesses. 

Second, it harms the Commission’s ability to monitor and enforce compliance with the 

requirements of Regulation D as well as state securities regulators’ and self-regulatory 

organizations’ ability to monitor and enforce other securities laws and the rules of securities self- 

regulatory organizations. Finally, it impacts investors and other market participants. Forms D 

can be a source of information for those parties: to understand whether companies are complying 

with federal securities laws in their offerings, to do research and analysis on the Regulation D 

market, and to report on capital-raising in industries that use Regulation D. All of these uses of 

Forms D are adversely impacted when issuers fail to comply with the requirements of Rule 503. 

 

Respondent 

 

4. Underdog Sports Holdings, Inc. (“Underdog”) is a Delaware corporation with its 

principal place of business in Brooklyn, New York. Underdog is a privately-held corporation 

that operates an online daily fantasy sports website and mobile app. It is not registered with the 

Commission in any capacity. 

 

Facts 

 

5. Regulation D provides a non-exclusive method for issuers to conduct securities 

offerings that are exempt from registration under Section 5 of the Securities Act. 

 

6. Under Rule 503 of Regulation D, an issuer offering or selling securities in 

reliance on Rule 504 or 506 must file a notice of sales on Form D with the Commission for each 

new offering of securities no later than 15 calendar days after the first sale of securities in the 

offering. While a failure to provide such notice does not result in a loss of the exemption from 



Section 5, the failure to comply with the requirements of Rule 503 itself is a violation of the 

Securities Act and rules promulgated thereunder. 

 

7. From at least April 2020 to January 2022, Respondent engaged in several 

unregistered securities offerings, reaching out to at least several hundred prospective investors 

and ultimately raising tens of millions of dollars from over 100 investors. Respondent engaged 

in certain communications that constituted general solicitation for these offerings. 

8. Because Respondent engaged in general solicitation, the offerings could not have 

been conducted as exempt offerings under Section 4(a)(2) of the Securities Act and therefore 

could not have been conducted without reliance on Rule 504 or Rule 506(c) of Regulation D. 

Accordingly, Respondent needed to file a Form D for each offering, but Respondent failed to 

timely file Forms D for all of these offerings. 

Violations 

 

9. As a result of the conduct described above, Respondent violated Rule 503 of 

Regulation D of the Securities Act which requires that any issuer relying on Rule 504 or Rule 

506 of Regulation D file with the Commission a notice of sales containing the information 

required by Form D for each new offering of securities no later than 15 calendar days after the 

first sale of securities in the offering. 

 

Respondent’s Remedial Efforts 

 

In determining to accept the Offer, the Commission considered remedial acts undertaken 

by Respondent and cooperation afforded the Commission staff. 

 

IV. 

 

In view of the foregoing, the Commission deems it appropriate and in the public interest 

to impose the sanctions agreed to in Respondent’s Offer. 

 

Accordingly, it is hereby ORDERED that: 

 

A. Pursuant to Section 8A of the Securities Act, Respondent cease and desist from 

committing or causing any violations and any future violations of Rule 503 of Regulation D of 

the Securities Act. 

B. Respondent shall, within fourteen (14) days of the entry of this Order, pay a civil 

money penalty of $175,000 to the Securities and Exchange Commission for transfer to the 

general fund of the United States Treasury, subject to Section 21F(g)(3) of the Securities 

Exchange Act of 1934. If timely payment is not made, additional interest shall accrue pursuant 

to 31 U.S.C. § 3717. Payment must be made in one of the following ways: 

 

(1) Respondent may transmit payment electronically to the Commission, which will 

provide detailed ACH transfer/Fedwire instructions upon request; 



(2) Respondent may make direct payment from a bank account via Pay.gov through the 

SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

 

(3) Respondent may pay by certified check, bank cashier’s check, or United States postal 

money order, made payable to the Securities and Exchange Commission and hand- 

delivered or mailed to: 

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Underdog as a Respondent in these proceedings, and the file number of these proceedings; a 

copy of the cover letter and check or money order must be sent to Sheldon L. Pollock, Division 

of Enforcement, Securities and Exchange Commission, 100 Pearl Street, Suite 20-100, New 

York, New York 10004. 

 

C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 

be treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such 

a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 

of the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” 

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 

 

By the Commission. 

 

 

Vanessa A. Countryman 

Secretary 

http://www.sec.gov/about/offices/ofm.htm

	UNITED STATES OF AMERICA
	SECURITIES AND EXCHANGE COMMISSION
	ADMINISTRATIVE PROCEEDING
	II.
	III.
	Summary
	Respondent
	Facts
	Violations
	Respondent’s Remedial Efforts

	IV.