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The Goal

Van Gogh
"Patch of Grass"
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For this work, Van Gogh reuses a canvas that he’d already painted some two and a half years earlier in Nuenen: x-ray photos reveal the head of a woman with a cap under this art.

Hover your cursor over the painting to expose the veiled Underdrawing.

A Path Forward For Museums
That Generates Income And
Establishes An Annuity
SD Gallery intends to secure exclusive licensing rights to the underdrawings of select museum-held artworks, enabling the Company to assert and monetize associated copyright interests. Upon execution of the license and with museum consent, SD Gallery will deploy scalable monetization strategies, including:
1. Live Auction (Tokenized Asset Sale)

SD Gallery will digitize and tokenize a museum’s proprietary underdrawing and embed it within a blockchain-based smart contract. Acting as the structuring and execution partner, SD Gallery will manage the primary auction of the resulting non-fungible token (NFT) on behalf of the museum.

The smart contract will be programmed to:

  • Distribute the auction hammer price to the museum, net of agreed fees; and

  • Provide the museum with a perpetual royalty stream on all secondary-market resales, creating an annuity-like income component.

Ownership of the underlying physical masterwork will remain exclusively with the museum at all times. As the underdrawing is permanently and inseparably linked to the masterwork, the museum will retain indefinite custodianship. The smart contract will expressly define the scope, rights, and privileges associated with such custodianship, with the museum’s interests prioritized.

The successful bidder will receive a framed, high-resolution digital representation of the masterwork incorporating the underdrawing as an embedded layer. Utilizing proprietary display technology, the holder will be able to toggle between the visible painting and the underlying sketch, enabling an interactive, layered viewing experience that preserves the integrity of the original work.

2. Fractionalization (Regulated Investment Vehicle)

SD Gallery will establish a special-purpose limited liability company (LLC) to hold and manage the licensed underdrawing. Interests in the LLC will be fractionalized, tokenized, and registered with the U.S. Securities and Exchange Commission as qualified investments, enabling participation by both retail and accredited investors, subject to applicable regulations.

Under this structure:

  • The museum will retain a 20% minority equity interest, aligning long-term incentives.

  • The remaining 80% of interests will be offered to investors, and

  • Fractional interests may be made tradable on an approved secondary marketplace to enhance liquidity.

In addition to receiving net proceeds from the initial offering, the museum will earn a predetermined royalty on each subsequent transfer of fractional interests, as embedded in the governing smart contract.

SD Gallery will serve as the managing member and custodian of the LLC, overseeing compliance, administration, and asset stewardship, and will receive an annual management fee of 1.5% of assets under management.

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SD Gallery

443 Coral Cove Dr.

Juno Beach, FL 33408

Tel: 917-783-1943

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