• Private placements for unlisted securities can carry significant risk, and you may lose all of your investment. You should not invest more money than you can afford to lose.
• Information provided by the issuer should be fact-based. Be wary of predictions or guarantees made by the issuer. Private and/or unlisted securities are not like publicly listed securities. There are often legal or contractual restrictions on your ability to transfer your holdings, you should understand and feel comfortable abiding by those restrictions before you invest.
• Even if sale of your holdings is permitted there may be no buyers. You should be comfortable with the possibility you will need to hold these securities for an indefinite period of time.
• Companies that issue unlisted securities may provide little or no transparency into their ongoing operations and financial condition.
• You should know your rights. The terms and conditions for participation may differ significantly from offering to offering. Take the time to read and understand the terms of the investment you are making.
• Certain types of offerings require that the issuing company provide an opportunity for potential investors to ask questions and receive answers. Consider the issuer’s answers to investor questions carefully before you decide to invest.
• Some investments may make periodic distributions, some may not make any. Be aware of the tax implications of these distributions and the types and timing of documentation you will need to accurately file your taxes, such as IRS Form K-1 for limited partnerships.
• Be thorough in your due diligence and make an informed decision. You should not assume that any third party has approved or verified the information provided, or claims made by any issuer or performed any suitability review of any investment in securities offered by any security issuers.
• You should evaluate and consider the operating background of the company and its management, financial condition, the industry it operates in, any competition that might exist, the reasonableness of the issuer’s claims and representations of its advantages, and any past fundraising efforts before investing.
• You should understand how the issuer operates and generates or intends to generate revenue, as well as how they intend to use your investment.

Always refer to the offering documents for complete details.

*Reg A and Reg D notations above refer to the Regulation A and Regulation D securities offering rules under the Securities Act of 1933 and subsequent amendments and implementing regulations.

Regulation A companies can offer their securities to the public with limitations on the amounts invested and the total raise. Companies relying on Reg A file an offering circular with the SEC that contains detailed information about the company and the offering, though less information than what is required in registered public offerings. You do not need to be an accredited investor to purchase securities in a Reg A offering. Securities issued in a Reg A offering are not restricted and may be sold immediately after they are issued, though they might not be listed on a national securities exchange and may not be easy to sell. Learn more on the SEC site.

Regulation D companies do not have to register their offerings with the SEC and the SEC does not review the offering materials. You need to be an accredited investor to purchase securities in most Reg D offerings. Securities issued in a Reg D offering are restricted and cannot be sold without compliance with a number of requirements, including that you hold the securities for at least one year in most cases. Learn more on the SEC site.

**Accredited Investor, as defined in Rule 501(a) of the Securities Act of 1933, is a person who has earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior 2 years, and reasonably expects the same for the current, or has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence). You may also wish to visit the SEC website to learn more, and view the SEC’s bulletins on accredited investors and private investing

This communication is for information purposes only and should not be regarded as a recommendation of or an offer to sell or as a solicitation of an offer to buy, any financial product. Financial products listed on our sites are only available to residents in the states where those products are registered. Offerings of private securities on our sites are only suitable for investors who are familiar with and willing to accept the high risk associated with private investments. Securities sold through private placements are not publicly traded and are intended for investors who do not have a need for a liquid investment. There can be no assurance any private security valuation is accurate, reflective of future sales prices, or in agreement with any market or industry valuations. Additionally, investors may receive restricted securities that may be subject to holding period requirements. A well-diversified portfolio can include different types of investments. How you invest is based on your tolerance for risk, the length of time you have to reach your financial goals, your specific interests and needs and other factors. Companies seeking private placement investments are often in earlier stages of development and have not yet been fully tested in the public marketplace. Investing in private placements requires high risk tolerance, low liquidity requirements and long-term commitment. Investors must be able to afford to lose their entire investment.