PLEASE BE ADVISED THAT THERE IS INHERENT RISK FOR INVESTING IN ANY ITEM IN GENERAL, WHETHER REAL ESTATE, A TECH CONCEPT, OR PRIVATE PLACEMENT. ACCREDITED OFFERING, INC. (“AO”) IS NOT A REGISTERED BROKER DEALER, AND THE SITE IS NOT OFFERING SECURITIES. FOR ANY POTENTIAL OR ACUTAL TRANSACTION THERE WILL BE A “HANDOFF”, WITH A SEPARATE DISCLAIMER, LETTING YOU THE PROSPECTIVE BUYER KNOW THAT AO MAKES NO WARRANTIES, GUARANTEES OR OTHER CERTIFICATION RELATED TO THE INVESTMENT. YOU WILL BE REQUIRED TO PERFORM YOUR OWN DUE DILLIGENCE. SHOULD YOU CHOOSE TO HIRE AN AO RECOMMENDED CONSULTANT, AO STILL BEARS NO RESPONSIBILITY FOR THE REFERRAL. THIS IS YOUR WARNING. THIS COMPANY IS A RETAILER ONLY. WE DO NOT ENDORSE THE PRODUCTS/CONCEPTS/MARKET(S) AND DO NOT MAKE THE MARKET. BOTH BEFORE AND AFTER ANY PURCHASE, YOU ARE SUBJECT TO YOUR OWN INVESTIGATION AND MARKET FORCES EXCLUSIVELY.
Purchasing any investment item carries a high level of risk, and may not be suitable for all investors. Trading in commodities carries a high level of risk, and may not be suitable for all investors. The high degree of risk can work against you as well as for you. Before deciding to trade in the market you should carefully consider your investment objectives, level of experience, and risk appetite. The possibility exists that you could sustain a loss of some or all of your initial investment and therefore you should not invest money that you cannot afford to lose. You should be aware of all the risks associated with trading, and seek advice from an independent financial advisor if you have any doubts.
Any opinions, news, research, analyses, prices, or other information contained on this website is provided as general commentary, and does not constitute investment advice. Accredited Offering will not accept liability for any loss or damage, including without limitation to, any loss of profit, which may arise directly or indirectly from use of or reliance on such published information.
There are risks associated with utilizing an internet-based deal execution trading system including, but not limited to, the failure of hardware, software, and internet connection, both on your side and ours. We intend to make the cost of all trades available in real time but the actual Seller will establish the pricing – and the pricing is subject to change at any moment. For currency or other commodities especially, this means that in the time you think you have made a trade to the time the trade is “booked” by receipt of cleared funds, there may be a change in the market. The trade will occur through a third party, and the third party is solely responsible for any confusion/damage/information related to the trade. AO is not responsible for market losses (“losses” are relative to your long or short position) just like we do not preclude you from accepting market gains (“gains” are relative to your long or short position).
The content on this website is subject to change at any time without notice, and is provided for the sole purpose of assisting brokers, buyers, sellers and concept developers in making independent decisions. Accredited Offering has taken reasonable measures to ensure the accuracy of the information on the website including real time data, however, we do not guarantee accuracy, and will not accept liability for any loss or damage which may arise directly or indirectly from the content or your inability to access the website, for any delay in or failure of the transmission or the receipt of any instruction or notifications sent through this website. The AO team conducts an interview or reviews proposed terms of the deal prior to placing on the site. We are familiar with each item listed. We cannot, however, guarantee the efficacy of the concept or property. You will need to perform your own due diligence. Please independently verify any or all of the information prior to engaging in a transaction.
Investors have a wide range of options to choose from when entering markets. The products under these options have their own set of benefits and risks which investors need to know about and evaluate before making their decision to purchase them. Even the profits and costs with these postings differ and are an important consideration. There may also be taxable consequences to gains and losses. We do not provide tax advice. We do not train investors. You should consult a professional prior to entering the AO market if you are unsure about the potential risks associated with buying and selling.
As part of continuing efforts to promote the interests of their clients, Accredited Offering firmly believes and recommends diversification of your portfolio. It is the essence of a good portfolio not to have all money invested in a particular product. Each market has a different recommendation in terms of percentages, but trading in various currency and commodities markets should not be your only investment. If you have any doubts about the extent of your involvement, please consult an independent financial advisor. Investing in general should not be transitory. Whether purchasing short or long, you must be prepared to hold you position. There are no guaranteed profits in the AO market. For every winner, there is a loser. If you walk into a poker room and there are five winners already at the table, you are the probably the loser/sucker. With a longer holding period chances of profit increase though this may not be true for every product that you might invest in. For any loss, it is only realized when it is “captured”.
Accredited Offering does not encourage trading of one product for another or one currency for another; as such transactions make the customer pay the bid/ask spread for both the original and the product being traded for. There is uncertainty regarding both products, as no one knows which one will outperform the other. Accredited Offering, at its discretion (sole option), or through a certified provider such as Secured Exchanges, may facilitate trade from one product or currency to another to help customers. It is imperative for customers to know about all the consequences arising from such transactions.
For precious metals traders, AO provides a true referral to the actual retailer or wholesaler. For such organizations, prices are set internally and keep changing with respect to market conditions. Fluctuations in demand and supply remain just one of the determinants for pricing of the products. The term bid/ask spread is the differences between our selling prices called ask and buy price (bid). Commonly the spread ranges from 1% to 5% for bullion and 1% to 11% for pre-1933 gold and silver coins. These spreads are also variable and may increase or decrease with the bid changing such that value of coins may increase or decrease than its earlier buy price, subsequently affecting the ask price and the spread. To make a profit it is essential to have the bid price less than the ask price and hence have a positive spread. Consider a bullion coin purchased for $1500 at a 5% spread. This means that bid price was $1425 and there must be an appreciation of more than $75 before it can be sold for profit. Take another example of a numismatic coin purchased for $500 at a 10% spread had its bid price at $450 and must appreciate by $50 for profits to be realized. The pricing of bullion differs from that of coins and semi-numismatics. Bullion bars and coins are mostly priced as per the value of metal whereas numerous factors such as availability, supply, demand, economic conditions contribute to the value of coins and semi-numismatics. Grades and descriptions of coins are based on opinions on basis of standards and their interpretations, which can change over a period of time. Accredited Offering helps investors sell their coins/precious metals by creating a direct two-way posting/review portal.
There are custodians through whom Independent Retirement Account (IRA) transactions can be conducted and we may recommend these IRA options to our customers. These companies are in no way part of Accredited Offering and are not controlled by Accredited Offering, and we share no responsibility for dispute arising between customers of Accredited Offering and such custodians. Selection of an IRA custodian should be done with due diligence.
The postings available on AO are part of a volatile market that is speculative. There is certain degree of risk that is involved with such investing. There is no such thing as an accurate growth projection, no matter whether they are calculated in the most scientific manner considering past performances, research and analysis. There is no guarantee that past performance will equal future growth. With the dynamic environment and constant changes happening in laws and regulations, we at Accredited Offering are trying to provide a retail outlet for postings only. AO will not be selling any of the items listed. There is an element of risk associated with such investing and all investors are advised to carefully study and understand the risks associated before making investments.
Accredited Offering takes pride in having the finest staff dedicated to customer service and helping you achieve your goals. Our knowledgeable and vastly experienced Account Executives are important part of our business. Accredited Offering realizes its responsibility towards customers and despite most of the executives being experienced sales people it does not allow its Account Executives to advise on the purchase or sale of any assets. All executives are not permitted to suggest options unrelated to the relevant posting document(s), agreement or policies. For the most part, our staff is trained to simply connect you, the customer, with the posting provider. Any statement, guarantees made by an Account Executive against the terms mentioned here or on the website in general is not binding on the company. We recommend consulting a licensed advisor for issues related to liquidation of current investments and taxation.
Once you have been connected to the content provider, AO is not liable for any resulting occurrence. For shipped items, any damage or loss during transit will not be the responsibility of Accredited Offering. For metals and coins, the packages should have no mention of currency, coins and precious metals as this may hamper the safety/security of the package.
For postings and information within the posting, we expressly disclaim any warranties, even if implied. Despite of the opinions expressed and suggestions made by Accredited Offering, all investors should personally educate themselves and consider all the risks before investing. Once again We Offer No Tax Advice – Accredited Offering does not offer taxation advice. It is best that trained/experienced tax attorneys provide advice about taxation, including capital gains and losses. BE ADVISED – although it is not generally enforced/prohibited, the concept of certified public accountants delivering taxation advice is not only absurd, it is the unlicensed practice of law, which is prohibited in every U.S. jurisdiction. To the extent you wish to engage a CPA for such advice, make sure you retain written confirmation from their office concerning the ability to legally interpret/address the questions on tax liability and benefits. Additionally, there may be tax benefits or detriments related to the trade and the product itself. Please consult a trained/experienced tax attorney about any and all transactions, including the sale for profit.
Accredited Offering has direct access to a law firm and litigators. Please be advised that the prevailing party, if there is litigation, may be entitled to attorney’s fees. Please be advised that your damage claim against AO would be limited to actual damages. This site is not intended for distribution, or use by, any person in any country where such distribution or use would be contrary to local law or regulation. None of the services or products referred to in this website are available to persons residing in any country where the provision of such services or investments would be contrary to local law or regulation. It is the responsibility of visitors to this website to ascertain the terms of and comply with any local law or regulation to which they are subject.
Since you probably did not read the terms and conditions prior to checking the “I agree” box, please find the following:
TERMS & CONDITIONS
TERMS & CONDITIONS
ACREDITED INVESTOR CERTIFICATION –
By agreeing to the following terms and conditions, you are certifying that you are an Accredited Investor (“AI”), a broker legally acting on behalf of an Accredited Investor or an entity with accredited status. Accreditedoffering.com, (“AO” or “Company”) is not representing itself to be a broker/dealer or a brokerage house for the purpose of evaluating certain securities and offerings. Although AO may have on its team one or more of the following, registered broker-dealers; registered investment advisers; licensed attorneys; and certified public accountants, none of the parties are acting in a capacity to assist in the determination as to whether you are an AI. For individual deals the vast majority of the postings if not the entirety have no foundation as a security, and therefore the posting(s) should not constitute an “offer” in the context of securities law. Nevertheless, by agreeing to the terms and conditions here, you are certifying that you are an Accredited Investor (“AI”), a broker legally acting on behalf of an Accredited Investor or an entity with accredited status.
RELIANCE ON REPRESENTATIONS; INDEMNITY –
I understand that the Company and its counsel [and the Placement Agent and its counsel] are relying upon my representations in the Letter and upon the supporting documentation to be delivered by me or on my behalf in connection with the Letter (collectively, the “Investor Information”). I agree to indemnify and hold harmless [the Company, its/the Company, the Placement Agent, their respective] directors, officers, [shareholders/members,] representatives and agents, and any person who controls any of the foregoing, against any and all loss, liability, claim, damage and expense (including [reasonable] attorneys’ fees) arising out of or based upon any misstatement or omission in the Investor Information or any failure by me to comply with any covenant or agreement made by me in the investor information.
THERE IS NO SALE OF SECURITIES ON THE SITE, THE SALE OF SECURITIES NOT INITIATED BY AO, NOT PRESENTED BY AO AND NOT VERIFIED BY AO –
For any security listed on the site, there will only be a “teaser” posting stating the bare minimum about the type fund or security being proposed. The Company does not warrant the quality of the offering, does not endorse the offering, and does not guarantee the investment. The role of AO is to simply connect an accredited investor to a content provider. For any PPM or other formal offering, the information will be delivered directly from the offeror to you. AO has no ability to regulate the offerings and/or the relationship of the parties. You hereby indemnify AO for any loss, claim or other similar liability related to the offering. The content provider will be responsible to ensure the securities, if offered, are being sold only to “accredited investors” as defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). The content provider may require a representation letter, whereby the purpose of the Accredited Investor Representation Letter (the “Letter”) is to collect information from you to determine whether you are an Accredited Investor and otherwise meet the suitability criteria established by the content provider for investing in the Securities. As part of verifying your status as an Accredited Investor, you may be asked to submit supporting documentation.
“I AGREE” MEANS I CERTIFY AS TO THE FOLLOWING –
I am submitting this Accredited Investor Representation Certification in connection related to the offering(s) of AO. I understand that no securities are being sold by the company, but as a precaution, this document is intended to ensure that any actual or potential security interests and/or securities are being sold only to accredited investors (“AI”) as defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). I hereby represent and warrant to the Company that I qualify as an Accredited Investor on the basis of one or more of the following:
I am a NATURAL PERSON and;
(1) Income Test: My individual income exceeded $200,000 in each of the two most recent years or my joint income together with my spouse exceeded $300,000 in each of those years; and I reasonably expect to earn individual income of at least $200,000 this year or joint income with my spouse of at least $300,000 this year. If necessary to complete one of the transactions, if requested, to support the representation I will deliver to the Company copies of Form W-2, Form 1099, Schedule K-1 of Form 1065 or a filed Form 1040 for each of the two most recent years showing my income or my joint income with my spouse as reported to the IRS for each of those years. I understand that I may redact such documents to avoid disclosing personally identifiable information, such as Social Security numbers or other items not necessary to confirm annual income; OR [ B ] My salary or my joint salary with my spouse is publicly available information that has been reported in a document made available by the U.S. government or any state or political subdivision thereof (for example, reported in a filing with the Securities and Exchange Commission) and if requested I will deliver to the Company copies of such publicly available materials identifying me or me and my spouse by name and disclosing the relevant salary information for each of the two most recent years; OR [ C ] In accordance with the procedures described below under the heading “Independent Third-Party Verification,” if requested I will assist in arranging for a registered broker-dealer, SEC-registered investment adviser, licensed attorney, or certified public accountant to deliver to the Company written confirmation of my status as an Accredited Investor based on my individual income or my joint income together with my spouse.
Net Worth Test: I hereby certify that my individual net worth, or my joint net worth together with my spouse, exceeds $1,000,000. For these purposes, “net worth” means the excess of total assets at fair market value (including all personal and real property, but excluding the estimated fair market value of my primary residence) minus total liabilities. For these purposes, “liabilities”: exclude any mortgage or other debt secured by my primary residence in an amount of up to the estimated fair market value of that residence; but include any mortgage or other debt secured by my primary residence in an amount in excess of the estimated fair market value of that residence.
I confirm that my total individual liabilities, or my total joint liabilities together with my spouse, do not exceed the maximum threshold. I represent that all liabilities necessary to determine my individual net worth, or my joint net worth together with my spouse, for the purpose of determining my status as an Accredited Investor are reflected in the dollar amount in the preceding sentence.
In addition, I confirm that I have not incurred any incremental mortgage or other debt secured by my primary residence in the 60 days preceding the date of this certification, and I will not incur any incremental mortgage or other debt secured by my primary residence prior to the date of the closing for the sale of the Securities. I agree to promptly notify the Company if, between the date of this Letter and the date of the closing for the sale of the Securities, I incur any incremental mortgage or other debt secured by my primary residence.
SHARING OF INVESTOR INFORMATION
As you move forward in the purchasing process, you may be asked to provide an accredited investor representation letter to be used by an issuer and its placement agent (if any) in an unregistered offering of securities under Rule 506(c) of Regulation D of the Securities Act. Historically, Rule 506 offers a “safe harbor” from the registration requirements of the Securities Act prohibited the use of general solicitation and general advertising in private placements undertaken in reliance on that rule. However, effective September 23, 2013, the SEC amended Rule 506 to create a new subsection (c) that permits the use of general solicitation in a Rule 506(c) offering if: Each purchaser in the offering is an accredited investor (AI). In this scenario, the issuer takes reasonable steps to verify that each purchaser is an AI. In addition, all other terms and conditions of Rules 501, 502(a) and 502(d) must be satisfied. For more on these rule amendments. This accredited investor certification is designed to help an issuer satisfy the requirement in Rule 506(c) that it take reasonable steps to verify that each purchaser is an AI.
Depending on the posting, and whether independent verification is needed, ) I will deliver to the Company: (i) Copies of bank statements, brokerage statements, other statements of securities holdings, certificates of deposit, tax assessments and/or appraisal reports issued by independent third parties that show my individual assets or my joint assets together with my spouse; and (ii) A copy of a consumer credit report for me (or copies of consumer credit reports for me and my spouse) issued by TransUnion, EquiFax or Experian. I understand that each document described in paragraphs (i) and (ii) above must be dated no earlier than three months prior to the date of the closing for the sale of the Securities. I understand that I may redact any of these documents to avoid disclosing personally identifiable information, such as Social Security numbers, that is not necessary to confirm net worth.
In accordance with the procedures described below under the heading “Independent Third-Party Verification,” I will assist in arranging for a registered broker-dealer, SEC-registered investment adviser, licensed attorney, or certified public accountant to deliver to the Company written confirmation of my status as an Accredited Investor based on my individual net worth or my joint net worth together with my spouse.
I understand and agree that, upon giving prior notice to me, which is hereby given, the Company may present the Investor Information to such parties as it deem[s] appropriate to establish that the issuance and sale of the Securities (a) is exempt from the registration requirements of the Securities Act or (b) meets the requirements of applicable state securities laws; provided, however, that the Company need not give prior notice before presenting the Investor Information to their legal, accounting and financial advisors.
REASONABLE STEPS –
The Reasonable Steps Verification Requirement under Rule 506(c) – To clarify the reasonable steps requirement, Rule 506(c) lists non-mandatory, nonexclusive verification methods for natural person purchasers. Under the rule, an issuer is deemed to have taken reasonable steps in verifying the AI status of a natural person if it uses one of these four methods: 1) Income. If basing the determination of AI status on a purchaser’s income: „ review Internal Revenue Service (IRS) forms that report the purchaser’s income for the past two years; and obtain a written representation from the purchaser that it reasonably expects to reach the income level required to qualify as an AI in the current year. 2) Net worth. If basing the determination of AI status on a purchaser’s net worth: review one or more specified documents dated within the past three months, including bank statements, brokerage statements and tax assessments (to confirm assets) and a report from one of the national consumer reporting agencies (to confirm liabilities); and obtain a written representation from the purchaser that it has disclosed all liabilities necessary to make a net worth determination. 3) Third-party verification. Obtain a written representation from an acceptable third party designated by the purchaser that the third party has taken reasonable steps to verify the purchaser’s AI status within the past three months and has determined that the purchaser is an AI. Acceptable third parties for these purposes are limited to: registered broker-dealers; registered investment advisers; licensed attorneys; and certified public accountants. „
In finalizing Rule 506(c), the SEC rejected a suggestion by some commentators that a purchaser’s so-called “check the box” self-certification of AI status should, by itself, be sufficient to satisfy the AI verification requirement. While this type of self-certification is generally considered sufficient to confirm AI status in a Rule 506(b) offering, the SEC clearly rejected simple self-certification for Rule 506(c) offerings. In its release adopting the final rule amendments, the SEC stated: “We do not believe that an issuer will have taken reasonable steps to verify accredited investor status if it, or those acting on its behalf, required only that a person check a box in a questionnaire or sign a form, absent other information about the purchaser indicating accredited investor status.” (SEC Release No. 33-9415 (July 10, 2013) (Adopting Release).) The Reasonable Steps Specified in Rule 506(c)(2)(ii) are Non-exclusive and Nonmandatory. The Adopting Release stated that whether an issuer’s steps are reasonable under Rule 506(c) is a principles-based determination and that what is reasonable depends on the particular facts and circumstances of each purchaser and transaction. An issuer can still satisfy the reasonable steps requirement even if it does not use any of the specified safe harbor measures set out in Rule 506(c) (2)(ii).
The cover letter generically addresses prospective purchasers of the issuer’s securities and explains: the role of the accredited investor representation letter; and that each purchaser must deliver a signed letter, together with any required supporting documentation. The representation letter itself, which must be completed, signed by each prospective purchaser (whether natural person or legal entity) and delivered to the issuer or placement agent with the supporting documentation. Third-party verification letter. A form of third-party verification letter attached to the accredited investor representation letter as Annex A. The verification letter should be sent by the issuer or placement agent to a third party named by the purchaser (for example, a registered broker-dealer or licensed attorney) if that purchaser elects to rely on a third party to verify its status as an AI. Once the issuer and its counsel have revised all three parts of this Standard Document to reflect the particular circumstances of the issuer and the offering, the letter (all three parts, as a package) should be sent to prospective purchasers as part of the full package of disclosure and subscription documents. Where an accredited investor representation letter like this one is being used, the subscription agreement should make clear that the issuer’s acceptance of the prospective purchaser’s subscription is conditioned upon, among other things, the issuer’s review and acceptance of the purchaser’s signed representation letter and all required supporting documentation.
I AM AN ENTITY –
If you are acting on behalf of an entity, the entire agreement still applies to you in your individual capacity, as representative for the entity, and as to the entity itself. For the purpose of certification herein, I am a LEGAL ENTITY that is one or more of the following:
A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.
A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.
An insurance company as defined in the Securities Act.
An investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”).
A business development company as defined in Section 2(a)(48) of the Investment Company Act.
(a) I have previously purchased securities issued by the Company in a Rule 506 offering as an Accredited Investor, and that offering was consummated before September 23, 2013;
(b) I continue to hold the Company securities purchased in that Rule 506 offering;
(c) I certify that I qualify as an Accredited Investor as of the date of this certification; and (d) I undertake to promptly notify the Company if I cease to qualify as an Accredited Investor at any time between the date of this certification and the date of the closing for the sale of the Securities.
A private business development company as defined in the Investment Advisors Act of 1940.
A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or 301(d) of the Small Business Investment Act of 1958.
An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000.
A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000.
An employee benefit plan within the meaning of Title I of the Employment Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or if a self-directed plan, the investment decisions are made solely by persons that are accredited investors.
A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a “sophisticated” person.
An entity in which all of the equity owners are Accredited Investors. (NOTE: If box (12) is checked, each equity owner of the entity must individually complete and submit to the Company its own copy of this certification.)
PLACEMENT AGENT –
Use of a Placement Agent – The role of a placement agent is to help the issuer structure an offering and find potential investors that are willing and able to invest in the issuer. The placement agent acts as an agent on behalf of the issuer but does not purchase the offered securities directly, either for its own account or for its clients. There is no requirement that an issuer use a placement agent. If the issuer does intend to use a placement agent, the parties should decide up front which party will collect and review the signed investor representation letters and related supporting documentation to confirm each prospective purchaser’s AI status. While the obligation to confirm AI status rests with the issuer, it may rely on other parties, including its placement agent, to assist with or perform the reasonable steps to verify. (However, because the obligation to take reasonable steps under Rule 506(c) is the issuer’s, the issuer and its counsel should carefully supervise and review all AI verification work done by a placement agent.) The issuer and its counsel should ensure that the bracketed optional language in this form is revised to reflect: The presence or absence of a placement agent. If a placement agent is present, whether it or the issuer is responsible for collecting and reviewing the investor representation letters and related supporting documentation. Even if the placement agent is the party that collects and reviews the documents, the issuer should maintain (or arrange for the placement agent to maintain) records of the verification steps taken.
WHAT IS AN ACCREDITED INVESTOR –
What does it mean to be an accredited investor? Under the federal securities laws, a company or private fund may not offer or sell securities unless the transaction has been registered with the SEC or an exemption from registration is available. Certain securities offerings that are exempt from registration may only be offered to, or purchased by, persons who are accredited investors. One principal purpose of the accredited investor concept is to identify persons who can bear the economic risk of investing in these unregistered securities. Unlike offerings registered with the SEC in which certain information is required to be disclosed, companies and private funds, such as a hedge fund or venture capital fund, engaging in these exempt offerings do not have to make prescribed disclosures to accredited investors. These offerings, sometimes referred to as private placements, involve unique risks and you should be aware that you could lose your entire investment. The SEC recently adopted rules to permit general advertising for certain exempt offerings.
Are you an accredited investor? An accredited investor, in the context of a natural person, includes anyone who: earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonably expects the same for the current year, OR has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence). On the income test, the person must satisfy the thresholds for the three years consistently either alone or with a spouse, and cannot, for example, satisfy one year based on individual income and the next two years based on joint income with a spouse. The only exception is if a person is married within this period, in which case the person may satisfy the threshold on the basis of joint income for the years during which the person was married and on the basis of individual income for the other years. In addition, entities such as banks, partnerships, corporations, nonprofits and trusts may be accredited investors. Of the entities that would be considered accredited investors and depending on your circumstances, the following may be relevant to you: any trust, with total assets in excess of $5 million, not formed to specifically purchase the subject securities, whose purchase is directed by a sophisticated person, or any entity in which all of the equity owners are accredited investors.
In this context, a sophisticated person means the person must have, or the company or private fund offering the securities reasonably believes that this person has, sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment.
How do I calculate my net worth? To qualify as an accredited investor under the net worth test, you must have a net worth that exceeds $1 million, either alone or with a spouse. If calculating joint net worth with a spouse, it is not necessary that property be held jointly. Calculating net worth involves adding up all your assets and subtracting all your liabilities. The resulting sum is your net worth. The value of your primary residence is not included in your net worth calculation. In addition, any mortgage or other loan on the residence does not count as a liability up to the fair market value of the residence. If the loan is for more than the fair market value of the residence (i.e.,
if your mortgage is underwater), then the loan amount that is over the fair market value counts as a liability under the net worth test. Further, any increase in the loan amount in the 60 days prior to your purchase of the securities (even if the loan amount does not exceed the value of the residence) will count as a liability as well. The reason for this is to prevent net worth from being artificially inflated through converting home equity into cash or other assets.
What if I am no longer an accredited investor? The rules defining accredited investor were changed with the passage of the Dodd-Frank Act to exclude a primary residence from the net worth test. This means that some investors who were accredited investors prior to July 20, 2010 are now not accredited investors. For these investors, any purchase rights, such as preemptive rights or rights of first offer, related to securities that they invested in as accredited investors prior to July 20, 2010 are grand-fathered in, provided that certain conditions are met. This means that the investor can still exercise these rights even though the investor may not meet the current definition of accredited investor.
DEAL VETTING –
AO does not warrant the quality of the postings. AO will deliver best efforts in determining that the deal represented is in fact an effective offer that represents actual value and market readiness. However, you, as the buyer, should consider all listings, regardless of represented condition, to be “as is” in the strictest sense – meaning buyer beware. By agreeing to the terms and conditions herein you are indemnifying Accredited Offering, Inc. from any liability regarding the deal presented, the net effect of the deal, the parties within the deal or other consequences of pursuing the transaction. You will be required to conduct your own due diligence about each offering. AO will provide additional deal vetting with one of our experts as an option to you as the consumer (for a quoted consulting fee), and even if one of the AO experts is used, you personally are responsible for the outcome of the transaction.
DO NOT CALL LIST
By accepting these terms and conditions, if a phone number is provided, Accredited Offering has the right to contact you even if you are listed on the Do Not Call registries. If you wish not to be contacted by Accredited Offering by phone, please request to be placed on our Do Not Call list. Accredited Offering reserves the right to amend or alter this document, along with posting agreements, marketing materials, company policies and other company information.