Offering Memorandum

KAGIN’S DIGITAL LLC
1550G Tiburon Blvd., Suite 201
Tiburon, CA 94920

Up to 500 Units
$1,000 – $1,200 per Unit
The Date of this Offering Circular is April 11, 2025

THIS OFFERING CIRCULAR CONTAINS ESSENTIAL INFORMATION ABOUT THE ISSUER AND THE SECURITIES BEING OFFERED HEREBY. THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN INVESTMENT IN THESE SECURITIES FOR AN INDEFINITE PERIOD OF TIME. PERSONS ARE ADVISED TO READ THIS OFFERING CIRCULAR CAREFULLY (PARTICULARLY PP. 5-6 RELATING TO RISK FACTORS) PRIOR TO MAKING ANY DECISION TO PURCHASE THESE SECURITIES.  

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) UNDER THE SECURITIES ACT OF 1933, AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. LIKEWISE, THESE SECURITIES HAVE NOT BEEN REGISTERED WITH ANY STATE SECURITIES COMMISSION UNDER THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS CONTAINED IN THE SECURITIES LAWS OF EACH STATE WHERE THE SECURITIES WILL BE SOLD AND THE RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. THE SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR ARE EXEMPT FROM SUCH REGISTRATION.  

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY UPON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED OR APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS OFFERING CIRCULAR IN CONNECTION WITH THE OFFER MADE HEREBY. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY CIRCUMSTANCE IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS OFFERING CIRCULAR.

SUMMARY INFORMATION

A. The Company. Kagin’s Digital LLC

B. Use of Proceeds.  A total sale (500 Units) will generate approximately $570,000 in working capital for the firm for the purchase of iconic numismatic and real world assets. 

C. Management. Donald H. Kagin, Ph.D., Chief Executive Officer; and David McCarthy, Chief Numismatic Officer.

D. Description of Securities. The Company is offering 500 fractional ownership units (the “Unit”) in the form of non-fungible tokens (“NFTs”) at a rate of $1,000 to $1,200 per Unit under a staggered pricing model with the earliest sales priced at the lowest end of this range, backed by a 1934 $100,000 US Gold Certificate Specimen (the “Asset”). The Units will be offered on a best efforts, no minimum basis. We reserve the right to reject orders for the purchase of shares in whole or in part, and if a subscription is rejected the subscriber’s funds will be returned without interest the next business day after rejection. The proceeds from the sale will be payable to us in cash, credit card and cryptocurrency. Upon receipt and acceptance of a subscription, the proceeds will be immediately deposited in a bank account of ours to be used as specified herein.

The Units will be issued as NFTs and will be subject to the Token Terms and Conditions. The Token Terms and Conditions may be amended from time to time by the Issuer upon notice of a new version to Unit holders. Continued ownership of the Units will constitute acceptance of the updated terms.

The NFTs will be minted and issued by Vici Network through its smart contracts on Polygon, as a fractional share of the Asset. NFTs will be held by investors in a non-custodial wallet, meaning the investor will own and control the digital wallet in which the NFT resides. Vici Network is an enterprise blockchain technology company that designs, builds, and manages digital assets for enterprises and creators.

E. Purchasers. Each purchaser of a Unit must be a U.S. Person and must be an accredited investor, as defined in Regulation D under the Securities Act.

F. Drag-Along Rights and Proceeds Distribution. In the event that Issuer decides to sell the Asset, each Unit holder will be subject to drag-along rights. All Units holders will be required to consent to the sale of the Asset. The net proceeds from the sale, after deducting any applicable fees, expenses, and taxes will be distributed to Unit holders based on their pro rata share of ownership, as determined by the number of Units they hold at the sale of the Asset. Unit holders will be notified of the sale and the distribution of proceeds, and the Company will ensure that the distribution is executed in a timely and efficient manner. Unit holders will not have any preferential rights in connection with the sale of the Asset except as required by applicable law. Once the net proceeds have been distributed, the Company and its Managing Partners, officers, employees, and affiliates will have no further obligations to the Unit holders with respect to the sold Asset or the Units.

Distributions will be made in the same form of currency in which you pay, unless otherwise specified by the Issuer. Investors who make fiat payments will receive fiat distributions. Investors who make payments in cryptocurrency will receive distributions in that same cryptocurrency.

G. The Units will be governed by the laws of California.

H. Sale Period: This offering will begin on or about April 11, 2025 and continue until all of the Units have been sold or twelve (12) months, whichever occurs first.

The remainder of this Offering Circular contains substantial additional information about the Company, its business and financial condition and certain risk factors associated with the Offering and should be reviewed carefully by prospective investors.

HISTORY OF THE COMPANY AND ITS PRINCIPALS

The Company has been established for the investment opportunity described below. Its principals have extensive experience in relevant fields, through their other past and present businesses.

Donald H. Kagin, Ph.D., is a leader in the numismatic industry, has over 55 years’ experience as a professional dealer and auctioneer, and holds the nation’s first B.A. and only Ph.D. in numismatics. His 90+ year old company, Kagin’s, Inc. is a second-generation coin dealership located in Tiburon, CA.  


David McCarthy, Chief Numismatic Officer, is one of the top numismatic graders and traders and is well established among industry professionals. He annually teaches grading to both collectors and dealers at the American Numismatic Association Summer Seminar. For over 25 years, David has dealt in hundreds of millions of dollars’ worth of successfully arbitraged coins. For example, he conserved all 1429 gold coins in the Saddle Ridge Hoard Treasure, adding over 50% of the value to the record $10,000,000 buried treasure find. Through his and Dr. Kagin’s reputation and expertise David has been able to  purchase iconic rare currency and coins at significant discounts, add  value and sell them for significant profits.

RISK FACTORS

The securities offered hereby are speculative in nature and involve a high degree of risk. It is impossible to foresee and describe all the risks and business, economic and financial factors which may affect the Company. Prospective investors should consider carefully the following factors, as well as all other matters set forth elsewhere in this Offering Circular before making a decision to purchase any securities.

1. Risk Factors Related to Digital Assets and Blockchain

Non-Fungible Tokens (NFT).  NFTs are unique Digital Assets (often in the form of art or collectibles) that cannot be exchanged for the same amount of the same kind of asset because each holds different characteristics. Unlike digital currencies, NFTs are differentiated from others of its kind in code, and each may hold several different functionalities and characteristics. Similar to digital currencies, there are risks associated with using internet-based assets, including, but not limited to, the risk of source code, hardware, software and Internet connections failure or problems. The source code relating to the holding and transfer of such assets is vulnerable to software failure, hacking, and malware, and could lead to theft and loss of the Fund’s assets. NFTs are created, issued, and transmitted according to their respective protocols run by computers in the NFT network. These protocols may have underlying flaws that may result in the loss of some or all assets held by the investor. These protocols may also be subject to network scale attacks that result in the loss of some or all assets held by the investor. 

In general, these protocols are currently start-up businesses with no institutional backing, limited operating history and no publicly available financial information. The participation in such protocols requires users to take on risk by transferring Digital Assets from a personal account to a third-party’s account. In particular, NFTs are traded peer-to-peer in decentralized online marketplaces; therefore, it may be difficult or impossible to verify the identity of third-party buyers and sellers, or whether a third-party buyer or seller is a bona fide participant in the network. This creates credit risk that the unknown counterparty will not perform its obligations under the related agreement. It also increases the risk of fraudulent transactions, in that an unscrupulous market participant could use hidden wallets to sell and/or buy assets to or from itself at inflated prices, thereby seeming to create gains that in reality do not exist. For example, OpenSea is the largest marketplace for user-owned digital goods and NFTs; however, it is only an administrative platform that facilitates peer-to-peer transactions between buyers and sellers. OpenSea is not a broker, financial institution, or creditor. The Company is therefore subject to risks that a counterparty will not perform its obligations under the related contracts without any recourse through the exchange platform. 

These platforms may also impose daily, weekly, monthly, or customer-specific transactions or distribution limits or suspend access or withdrawals entirely, rendering the exchange of such Digital Assets for fiat currency difficult or impossible. Additionally, Digital Asset prices and valuations on such platforms have been volatile and subject to influence by many factors including the levels of liquidity on protocols and operational interruptions and disruptions. The prices and valuation of Digital Assets remain subject to any volatility experienced by Digital Asset protocols, and any such volatility can adversely affect an investment. 

“Digital Assets” as used herein shall mean blockchain-based digital assets, including, but not limited to, virtual currencies, non-securities tokens, securities tokens, protocol tokens, smart contracts, blockchain-based assets, cryptoassets and other cryptofinance and digital assets that currently exist, or may exist in the future including, but not limited to, digital platforms such as blockchain assets, decentralized finance (“DeFi”) assets, as well as “synthetic” digital assets (e.g., entirely new tokens being created on existing blockchain technology), digital currency networks, digital coins, altcoins, cryptocurrency platforms, cryptocurrencies, decentralized application tokens and protocol tokens, cryptocurrency mining and other cryptofinance and digital assets.

NFT Valuation Risks. The unique nature of NFTs presents an inherent difficulty in the valuation of the Digital Assets. Each NFT is comprised of its own data, which defines its characteristics in the context of its network; therefore, without a liquid market of comparable assets, the valuation of the current market price of the NFT will likely be less precise. The value of NFTs may be based on certain criteria within the context of its network and often on the appreciation of its respective community of network participants. Valuation of certain NFTs thus may require identifying the criteria and distinguishing characteristics that define its value within its native network. For the aforementioned reasons, the Company and Managing Partners will value NFTs at cost until they are sold. 

The value of NFTs may also be dependent upon the use or public interest in the creation and development of distributed networks and related applications surrounding the NFTs. A lack of use or public interest in the creation of such networks and ecosystems of applications may negatively impact the potential value or utility of the NFTs and adversely affect the investment.

Claims by Holders of Rights in NFT Underlying Works. The work underlying an NFT may have been “minted” into an NFT and offered for sale without the right holder’s permission. While many NFT marketplaces have attempted to develop safeguards to prevent the infringement of the rights of the holder of such underlying works, there is no assurance that such safeguards are reliable.  In this case, the Issuer has good title to the Asset.

Risk of NFT Duplication by Malicious Actors. While the blockchain underlying NFTs allows the authenticity of the NFT to be proven, there is a risk that malicious actors may duplicate the NFT on the blockchain and engineer components of the NFT such as its token ID and transaction history to closely resemble the original NFT. While the Company and Managing Partners believe authenticity will be determined, there is a risk that such duplicate NFTs are sold to other investors, diluting the NFT market and adversely affecting investor confidence in NFTs. Such events could negatively affect the entire NFT ecosystem.

Risk of NFT Wash Trading. Certain NFT marketplaces have seen an increased volume of “wash trading” of NFTs. “Wash trading” occurs when a trader buys and sells an NFT for the purpose of feeding misleading information to the market, typically by selling the NFT to themselves via a second account or colluding with other traders. Such wash trading creates the illusion of increased demand for an NFT and artificially increases the price of the NFT.  

Highly Volatile NFT Market and Uncertain Market Conditions. The market valuation of NFTs can be extremely volatile. The business of the Company is substantially dependent upon obtaining rare coins and other collectibles for sale at a profit. At times there is a limited supply of coins and collectibles available for sale by the Company, and such supply varies from time to time. While the Company generally has not experienced a lack of coins or collectibles that has prevented it from conducting its desired level of business, no assurance can be given that the Company will be able to purchase coins or collectibles in the quantities, and at the times, the Company may desire in the future. The Company’s inability to do so would have a material adverse effect on the Company. 

2. Business Risk Factors

The value of the Asset may also be affected by broader economic and market conditions, including changes in interest rates, inflation, and economic growth. Market disruptions, geopolitical events, and other external factors could negatively impact the value of the Asset. Investors should consider the potential impact of such conditions on the value of the underlying asset and their investment.

The Company’s ability to sell numismatic items such as the Asset for a profit also depends upon the conditions in the worldwide markets for numismatics and other collectibles, such as price levels and the tastes and demands of collectors and investors. The numismatics and collectibles market is often thinly capitalized, and periods of less liquidity and/or near total illiquidity have occurred in the past.  In such periods, companies with large-value items such as the Asset are unable to liquidate them except at “fire sale” prices which generally result in substantial losses. Because the Company’s profits are derived primarily from reselling the Asset for a profit, a decline in the price levels of, or the demand for, numismatics or other collectibles could result in a significant decrease in the Company’s profit potential. The numismatic market is subject to substantial fluctuations, including rapid increases and decreases in value from time to time.  In addition, although the Asset has been professional authenticated and graded by a leading independent currency grading service, grading standards and interpretations may change over time, and there is no guarantee that other grading services, or even the same one that previously authenticated and graded the Asset, might render a different opinion in the future, which might adversely affect the value of the Asset and/or the Company’s ability to sell the Asset for a profit.

Dependence on Key Personnel. The development and success of the Company’s business has been and will continue to be dependent substantially upon Donald H. Kagin and his staff. The unavailability of any or all of these individuals, for any reason, would have a material adverse effect upon the business, operations and prospects of the Company. 


Competition. The business of selling numismatics and other collectibles is highly competitive. The Company competes with a number of smaller, comparably-sized, and larger firms throughout the United States. While the Company believes that there is no dominant company in the numismatics and other collectibles businesses in which it operates, and particularly in the niche opportunities such as the Asset which the Company is seeking to exploit, there can be no assurances that the Company can continue to compete successfully with other established companies with greater financial resources, experience and market share, and offering items comparable to the Asset.  There is likewise no assurance that other firms with greater financial and other resources and name recognition will not enter or expand into this market.

Illiquidity of Units and Asset. There is no market for the Units being offered, and as a result investors cannot liquidate their investments prior to termination of the Company. The Asset may also be illiquid, and there may be limited opportunities to sell the Asset at a favorable price. The market for such Assets can be highly volatile, and the ability to sell the Asset may be influenced by market conditions, regulatory changes, and other external factors. 

Potential for Increased Industry Regulation. The regulatory environment for asset-backed NFTs is evolving, and changes in the regulation of such assets may adversely affect their value. Legal, tax, and regulatory changes could occur during the term of the investment that may adversely affect the Asset. The regulatory regime governing blockchain technologies, cryptocurrencies, Digital Assets, and offerings of digital assets is uncertain, and new regulations or policies may materially adversely affect the development and the value of the underlying asset. Compliance with new regulations could increase operational costs and limit the ability to trade or sell the Asset.

The numismatic market is not currently subject to direct federal, state or local regulation. However, the Federal Trade Commission and many state attorneys general have shown an interest in regulating the sales of rare coins and other tangible assets as investments, and the State of New York has determined that under certain circumstances numismatics may be treated as securities under state law, thereby requiring rare coin dealers to register as broker-dealers and permitting investors all legal and equitable remedies otherwise available to buyers of securities. There is no assurance, however, that at some time in the future all sales of numismatics will be so regulated, and that the Company’s business will not be materially adversely affected thereby.

In addition, the U.S. Government has, on occasion, asserted property interests in numismatic items which have not been issued officially as U.S. currency. Although the Company believes that no such claim will be made against the Asset, and none was made when the Company’s affiliate Kagin’s, Inc. purchased the Asset at a well-publicized public auction, the U.S. Government may change its position and make such a claim, which may impair the Company’s ability to sell the Asset until that claim is resolved.

USE OF PROCEEDS

The proceeds of the Offering to the Company depends upon the number of Units which are sold. Assuming that all the Units in the Offering are sold, the Company expects to generate $570,000 in net proceeds.

The Company estimates that the total cost of the Offering (including legal fees, filing fees and reimbursement of out-of-pocket expenses) will be approximately $15,000.  

The Company intends to use the proceeds of the Offering as working capital to pursue the Company’s business objective as described below (See “Business of the Company”).

BUSINESS OF THE COMPANY

The Company’s principal line of business is the acquisition of the Asset and marketing of same for a profit. 

The Company’s principal executive offices are 1550G Tiburon Blvd., Suite 201, Tiburon, CA 49420, which are also the offices of Donald H. Kagin’s firm, Kagin’s, Inc. All coins, including the Asset, will be physically held at Kagin’s in a segregated safe deposit box unless they are being conserved, re-graded or viewed by potential buyers. The coins and Asset will be fully insured for their market value at all times.

TRANSACTIONS WITH MANAGEMENT

 Donald H. Kagin, in addition to being the Company’s CEO, is the principal of Kagin’s, Inc.  Mr. Kagin will be managing the Company’s resale of the Asset, and will also will receive a portion of any trades in the Units subsequent to the Offering.  

Mr. Kagin also will be marketing the Asset to customers of his other company Kagin’s, Inc., and will continue to have business relationships with those customers outside of the Company’s business which might present conflicts of interest.  

FINANCIAL INFORMATION

 Financial information for the Company is available upon request.

ADDITIONAL DISCLAIMERS

  • The purchase of Units may have tax consequences.  Investors should consult with their tax professional.
  • The NFTs have not been registered under the Securities Act or any securities laws of any state and, unless so registered, the NFTs may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and such other securities laws.  Accordingly, the NFTs are being initially offered and sold only to “accredited investors” (as defined under Regulation D), in each case, in a private transaction in reliance on, and in compliance with, the exemption from the registration requirements of the Securities Act provided by Rule 506(c) of Regulation D under the Securities Act.
  • The Units will not be transferable for at least one year following purchase.  There is no guarantee the Units will ever be transferable.  Investors should have the financial capacity to maintain ownership of the Units indefinitely.  If, after one year, the Issuer complies with Rule 144, the Units may be re-sold on the secondary market for NFT securities.
  • The Issuer will continue to hold all Units until they are sold.  Therefore, if the Asset is sold before all of the Units are sold, the Issuer will be entitled to the revenue that would otherwise be distributed for the unsold Units.
  • The Issuer may decide to transfer, assign, license, or take any other action with the Asset to generate revenue from it if the Asset cannot be sold.  There is no guarantee that the Asset will generate any revenue or that Unitholders will ever be able to sell the Units.
  • Investors could lose the entirety of their investment if the Asset is lost, damaged, destroyed, stolen, or otherwise encumbered through no fault of the Issuer.
  • Investors will have to comply with reasonable requests for information to ensure they are paid if the Asset is sold.
  • Funds will be held by the Issuer in a segregated account in the event of a sale of the Asset until such time as the funds can be distributed.
  • The Issuer shall have the right to cancel and reissue the Units associated with an NFT if the investor’s wallet is compromised or the investor is unable to access his or her wallet.
  • The Issuer shall have the right to cancel the Units associated with an NFT if the Investor holding the NFT is not accredited.
  • This offering is available to U.S. customers only.

LIMITATION OF LIABILITY/INDEMNIFICATION OF MANAGERS

The Corporation Laws of the State of California and the Company’s Operating Agreement provide for indemnification of the Company’s Managers and officers for liabilities and expenses that they may incur in such capacities. In general, Managers and officers are indemnified with respect to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action or proceeding, actions that the indemnitee had no reasonable cause to believe were unlawful.  

The Company does not currently maintain any Directors and Officers Liability Insurance policy.

WITHDRAWAL OF ACCEPTANCE

Pursuant to certain state laws, certain Investors who accept an offer to purchase the securities offered hereby has the right to withdraw his or her acceptance without incurring any liability to the Company, within two (2) business days after he/she makes the initial payment for the securities being offered. The Company recommends that investors who wish to withdraw under this section send the Company a letter or email indicating his or her express intention to withdraw. The letter should be sent and postmarked prior to the end of the second business day, and letters should be sent by certified or registered mail, return receipt requested, to insure that it is received and also to evidence the rime when it was mailed.  If the Investor has the right to withdraw, the Issuer will process the request promptly.

LEGAL MATTERS

Legal matters relating to the securities offered hereby have been passed upon for the Company by Armen R. Vartian, principal of the Law Offices of Armen R. Vartian, Manhattan Beach, California. Mr. Vartian is admitted to practice in California, Illinois and New York, is Legal Counsel to the Professional Numismatists Guild, and is former General Counsel to the American Numismatic Association.

Cole-Frieman & Mallon LLP has served as counsel to the Company in connection with the offering of Units. No independent counsel has been retained to represent purchasers and investors of this Offering.

ANNUAL MEETING

The Company’s annual meeting of shareholders takes place on such date and at such a place as the Company’s Managers determine.