PART II AND III

Explanatory Note:

Gryphon Online Safety, Inc. has prepared this Form 1-A/A solely for the purpose of filing Exhibit 12.

PART III

INDEX TO EXHIBITS

1.1 Issuer Agreement with SI Securities, LLC*

2.1 Amended and Restated Certificate of Incorporation*

2.2 Amended and Restated Bylaws*

3.1 Form of Amended and Restated Investor Rights Agreement*

3.2 Form of Amended and Restated Right of First Refusal and Co-Sale Agreement*

3.3	Form of Amended and Restated Voting Agreement*
4.1	Form of Subscription Agreement (SeedInvest)*
4.2	Form of Subscription Agreement (Direct)*

8.1 Form of Escrow Agreement*

11  Auditor’s Consent*

12  Opinion of CrowdCheck Law LLP

13  Testing the waters materials*

*Previously filed

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Diego, State of California, on March 29, 2021.

Gryphon Online Safety, Inc.

/s/ John Wu

By John Wu

CEO of Gryphon Online Safety, Inc.

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ John Wu

John Wu, Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Director

Date: March 29, 2021

/s/ Arup Bhattacharya

Arup Bhattacharya, Director

Date: March 29, 2021

/s/ Sanjeev Kumar

Sanjeev Kumar, Director

Date: March 29, 2021

EX1A-12 OPN CNSL

Exhibit 12

CrowdCheck Law LLP

700 12^th Street NW, Suite 700

Washington, DC 20005

March 29, 2021

Board of Directors

Gryphon Online Safety, Inc.

10265 Prairie Springs Road

San Diego, CA 92127

To the Board of Directors:

We are acting as counsel to Gryphon Online Safety, Inc. (the “Company”) with respect to the preparation and filing of an offering statement on Form 1-A. The offering statement, and pre-qualification amendments, cover the contemplated sale of up to 9,090,909 shares of the Company’s Series A-1 Preferred Stock, convertible into the Common Stock of the Company.

In connection with the opinion contained herein, we have examined the offering statement, as well as pre-qualification amendments, the certificate of incorporation (as amended) and bylaws, the resolutions of the Company’s board of directors and stockholders, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

Based upon the foregoing, we are of the opinion that the shares of Series A-1 Preferred Stock, and Common Stock into which the Series A-1 Preferred Stock may convert, being sold pursuant to the offering statement are duly authorized and will be, when issued in the manner described in the offering statement, legally and validly issued, fully paid and non-assessable.

No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.

We further consent to the use of this opinion as an exhibit to the offering statement.

Yours truly,

/s/ CrowdCheck Law, LLP

AS/CD