Reg A U.S. Disclaimer
This disclaimer is deemed to be incorporated by reference in its entirety into any social media communication, communication within mobile apps, advertisement, email or other communication or disclosure which contains the link fintor.com (each, a “Communication”). Fintor, Inc. and Fintor Assets LLC, may be referred to individually as a “Fintor Entity” or together as the “Fintor Entities”. The offer and sale of securities is being facilitated by an unaffiliated third-party registered broker-dealer (member FINRA) only in U.S. states where such broker-dealer is registered. Fintor Inc. nor any third-party broker-dealer provides any investment advice or make any investment recommendations to any persons, ever, and no communication through the fintor.com website or in any other medium should be construed as such. The Communication and the subject matter contained within it, does not constitute a solicitation to purchase or an offer to sell any securities.
Offerings in Fintor Entity
Investors are able to acquire membership interests in only a series of a Fintor Entity, a Delaware series limited liability company (the “Company”), via the Fintor platform and app (the “Fintor Platform” or “Platform”). The use of the word “Share” or ”Stock” in any Communication refers to membership interests (an “Interest” or “Interests”) in a series of a Fintor Entity (a “Series”). Each offering of shares in each Series of the Company is defined herein as an “Offering” and is subject to its own private placement memorandum (each, a “Memorandum”) or offering circular (each an “Offering Circular”) as the case may be. These important documents are available via the Fintor Platform for each Offering, or by requesting a copy by e-mailing [email protected], or, in the case of the Offering Circular, publicly via the U.S. Securities & Exchange Commission EDGAR service, and should be read by all investors prior to acquiring any membership interests.
The Company is structured as a Delaware series limited liability company that issues different Series of Interests specific to one or more underlying assets (“Underlying Assets”). Each Series of interests is not a separate legal entity, but is intended to segregate assets, liabilities, profits and taxes pertaining to the Underlying Asset from each other Series of Interests (which may own other assets). Each Offering entitles a person to acquire an ownership Interest in a Series of the Company and not, for the avoidance of doubt, in (i) the Company, (ii) any other Series of the Company other than the Series of Interests subject to the Offering at that time, (iii) Fintor, Inc. (the “Manager” and the “Asset Manager”), (iv) the Fintor Platform or (v) any Underlying Asset held by each Series of the Company.
Each Offering is being conducted (i) under Rule 506(c) of the Securities Act of 1933, as amended (the “Securities Act”) or under Tier II of Regulation A of the Securities Act as amended, (ii) only through a Private Placement Memorandum or Offering Circular and (iii) exclusively through a broker-dealer registered with the U.S. Securities and Exchange Commission (the “SEC”) and a member of the Financial Industry Regulatory Authority, Inc. and the Securities Investor Protection Corporation and other necessary state or other regulators, and only in such states where the broker-dealer is registered. Even so, each investor must rely on its own examination of the Company, the Series, the Interests and the Underlying Asset and the terms of the Offering, including the risks and merits involved, before making any investment.
From time to time the Company will conduct “testing the waters” campaigns to gauge market demand from potential investors for an Offering under Tier II of Regulation A of the Securities Act. No money or other consideration will be solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualification of the Offering Circular by the SEC and approval of any other required government or regulatory agency. An indication of interest made by a prospective investor is non-binding and involves no obligation or commitment of any kind. Any offer to buy securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Circular that has been qualified by the SEC, which we urge prospective investors to read carefully. A copy of the most recent version of the Offering Circular may be obtained by contacting the Company at by emailing [email protected], or via the Fintor Platform for each Offering, or accessed online here at SEC Edgar services via www.sec.gov or here
No Offering is being made in any jurisdiction where such an offer or solicitation is not lawful or is prohibited or where the broker-dealer, through whom each Offering is being conducted, is not registered. Each Offering of the membership Interests is made pursuant to an exemption from the registration requirements of the Securities Act and certain state securities laws. The Company is not required to file periodic reports (such as reports on Forms 10-K and 10-Q) with the SEC, so there is little publicly available information about its business, assets, liabilities, results of operations and other information that would typically be available regarding publicly traded securities. The Company is not registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the membership Interests do not have the benefit of the protections of the Investment Company Act. Furthermore, the Manager is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), and the members of the Company will not have the benefit of the protections of the Investment Advisers Act.
Neither the SEC nor any state securities commission has approved or disapproved the membership Interests nor have any of the foregoing passed upon or endorsed the merits of an Offering or the accuracy or adequacy of any of the Memorandum, Offering Circular, or any Communication. Any representation to the contrary is a criminal offense.
There is no trading market for the membership Interests at this time and there can be no assurance that such a market will develop in the foreseeable future. The membership Interests may not be resold or otherwise disposed of by an investor unless there are available exemptions from registration under federal and applicable state securities laws (and other requirements are met, which may include an opinion of counsel), or such transfer is made in compliance with the registration requirements of such laws. Accordingly, investors must bear the risk of loss for an indefinite period of time.
An investment in membership Interests may involve significant risks. Only investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in the membership Interests. See “Risk Factors” below and in the Memorandum or Offering Circular as the case may be.
No offeree will be accepted as a subscriber who does not make the representations set forth in the subscription agreement accompanying each Memorandum or Offering Circular, including, when applicable, the representation that such offeree is an accredited investor and is acquiring the membership Interests for investment and not with a view to resale or distribution thereof in violation of applicable securities laws, and, when applicable, that the investment amount does not exceed 10% of the offeree’s net worth or annual income. Investors also will be required to represent that they are familiar with and understand the terms of each relevant Offering, among other things. Investors may also be required to provide additional information to verify their identity or investor status.
The Interests will not be offered or sold to prospective investors subject to the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended (“ERISA”).
Participation in Trading Windows
If you purchase shares during a Trading Window or from our platform, you agree to be admitted as a member of a Fintor Entity and further agree to be bound by the provisions of, and deemed to be a party to, the Operating Agreement of the Fintor Entity. As a party to the Operating Agreement, a buyer of shares grants to the manager of Fintor Entity, Fintor, Inc., a power of attorney to, among other things, execute and file documents required for the Fintor Entity’s qualification, continuance or dissolution. The power of attorney also grants to the manager the authority to make certain amendments to, and to execute and deliver such other documents as may be necessary or appropriate to carry out the provisions or purposes of, the Operating Agreement, which includes all decisions regarding the asset underlying your shares including the sale of that asset.
Notice to Foreign Investors
The Communication is directed solely to persons located within the United States. If the recipient of the Communication lives outside the United States, it is their responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of membership Interests, including obtaining required governmental or other consents or observing any other required legal or other formalities.
Each Offering of membership Interests is highly speculative in nature, involves a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. The investments in any Offering are not bank deposits (and thus not insured by the FDIC or by any other federal governmental agency), are not guaranteed by Fintor Inc. or any third-party broker-dealer and may lose value. The risks described below should not be considered as an exhaustive list of the risks that prospective investors should consider before investing in the membership Interests. All prospective investors should consult the relevant Memorandum or Offering Circular before purchasing membership Interests in a Series of the Company, which Memorandum or Offering Circular may describe the following risks in more detail and additional risks pertinent to the specific Offering.
Risks Related to the Structure, Operation and Performance of the Company.
- An investment in this offering constitutes only an investment in a particular series of Interests and not in our company or the properties.
- Each of our company’s series will hold an interest in a single property, a non-diversified investment.
- We intend that each series will own and operate a single property.
- Liability of Investors between series of Interests.
- Our company was recently formed, has a limited track record and essentially no operating history from which you can evaluate our company or this investment.
- Given our start-up nature, investors may not be interested in making an investment and we may not be able to raise all of the capital we seek for our initial series or any future series and this could have a material adverse effect upon our company and the value of your interests.
- There are few businesses that have pursued a strategy or investment objective similar to ours which may make it difficult for our company and Interests to gain market acceptance.
- There is currently no trading market for our Interests. An active market in which Investors can resell their Interests may not develop.
- Non-compliance with regulations with respect to the operation of the Fintor Platform may result in the abrupt cessation of our manager or the Fintor Platform or rescission of any contracts entered into or materially and adversely affect your ability to transfer your Interests.
- The Fintor Platform is highly technical and may malfunction.
- Potential breach of the security measures of the Fintor Platform could have a material adverse effect on our company, each series, and the value of your investment.
- The ongoing COVID-19 pandemic may have a material adverse impact on our results of operations.
- If our Manager is unable to protect its intellectual property rights, our competitive position could be harmed.
- We are reliant on the Manager and its personnel. Our business and operations could be adversely affected if the Manager loses key personnel.
- We are reliant on the Property Managers to generate income from the properties owned by each series.
- Competition with other parties entering real estate investment, particularly residential home investments, may reduce the Company’s profitability.
- The offering amount may exceed value of a property and if that property is sold before it appreciates or generates income, then investors will not receive the amount of their initial investment back.
- Excess Operating Expenses could materially and adversely affect the value of Interests and result in dilution to Investors.
- Our Manager may sell its Interests post-closing, which may result in a reduction in value of your Interests if there are too many series interests available and not enough demand for those interests.
Risks Related to the Ownership and Operation of Real Property and the Company’s Business Plan
- Each series of Interests is expected to invest only in a single property; therefore, your investment will not be diversified and will appreciate or depreciate based on the value of the Property regardless of market conditions.
- Many factors impact the residential rental market, and if rents do not increase sufficiently to keep pace with rising costs of operations, our income and distributable cash will decline.
- We may not be able to sell our properties at a price equal to, or greater than, the price for which we purchased such properties, which may lead to a decrease in the value of our assets.
- We may be unable to renew leases or re-lease space as leases expire.
- The actual rents we receive for a property may be less than estimated market rents, and we may experience a decline in realized rental rates from time to time, which could adversely affect our financial condition, results of operations and cash flow.
- Actual distributions made by a series could be less than projected distributions by the series.
- Neighborhood and market indicators are subject to change.
- Properties that have significant vacancies could be difficult to sell, which could diminish the return on these properties.
- We may be required to make rent or other concessions or significant capital expenditures to improve the properties in order to retain and attract tenants, generate positive cash flow or to make real estate properties suitable for sale, which could adversely affect us, including our financial condition, results of operations and cash flow.
- Potentially high maintenance and insurance costs for the properties may adversely impact the value of the related series of Interest and the amount of distributions made holders of Interests.
- Restoration or repair of a Property may result in a decrease in the value of that Property.
- Insurance may not cover all losses, which may result in an operating loss and likelihood that distributions will not be made by us.
- The Company’s Properties are subject to the risks typically associated with real estate.
- Competition may impede our ability to attract or retain tenants or re-lease space, which could adversely affect our results of operations and cash flow.
- The Company may decide to sell a property which could conflict with an investor’s interests.
- Costs imposed pursuant to governmental laws and regulations may reduce the Company’s net income and the cash available for distributions to its investors.
- The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property or of paying personal injury or other damage claims could reduce the amounts available for distribution to the company’s investors.
- We may fail to successfully operate acquired properties, which could adversely affect us and impede our growth.
- Property taxes could increase due to property tax rate changes or reassessment, which could impact our cash flow.
- Our targeted investments may include condominium interests or be subject to homeowners’ associations.
- Real estate investments are relatively illiquid and may limit our flexibility.
- Disruptions in the financial markets or deteriorating economic conditions could adversely impact the residential real estate market, which could hinder our ability to implement our business strategy and generate returns to you.
Risks Related to this Offering and Ownership of our Interests
- The Manager’s plans and projections related to any Series Property are, and will be, based on numerous assumptions and projections that may not prove accurate.
- There can be no assurance that an active trading market for the Interests will develop.
- If an active market ever develops for our Interests, the market price and trading volume may be volatile.
- There may be state law restrictions on an investor’s ability to sell its Interests, making it difficult to transfer, sell or otherwise dispose of our interests.
- Investors lack voting rights, and our manager may take actions that are not in the best interests of investors.
- The Offering price for the Interests determined by us may not necessarily bear any relationship to established valuation criteria such as earnings, book value or assets that may be agreed to between purchasers and sellers in private transactions or that may prevail in the market if and when our Interests can be traded publicly.
- Any dispute regarding the Operating Agreement is subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, except where Federal law requires that certain claims be brought in Federal courts. Our Operating Agreement, to the fullest extent permitted by applicable law, provides for Investors to waive their right to a jury trial.
- We are offering our Interests pursuant to Tier 2 of Regulation A and we cannot be certain if the reduced disclosure requirements applicable to Tier 2 issuers will make our Interests less attractive to Investors as compared to a traditional initial public offering.
- If we are required to register under the Exchange Act, it would result in significant expense and reporting requirements that would place a burden on the Manager and may divert attention from management of the properties by the Manager and or could cause the Manager to no longer be able to afford to run our business.
- If the Company were to be required to register under the Investment Company Act or the Manager is required to register under the Investment Advisers Act, it could have a material and adverse impact on the results of operations and expenses of each series and the Manager may be forced to liquidate and wind up each series of Interests or rescind the Offerings for any of the series or the Offering for any other series of Interests.
- Funds deposited in brokerage accounts are not subject to FDIC insurance.
- Possible changes in Federal Tax Laws.
Risks Related to Potential Conflicts of Interest
- Our Operating Agreement contains provisions that reduce or eliminate duties (including fiduciary duties) of our Manager.
- It is difficult to remove the Manager.
- A significant number of Interests in a series could be held by the Manager or its affiliates.
- We do not have a conflicts of interest policy.
- There are conflicts of interest among us, the Manager, and its affiliates.
- Our Manager has the ability to unilaterally amend the Operating Agreement.
- Potential concentration of voting power.
- Ownership in multiple series may cause conflicts of interest.
- Conflicts may arise from allocations of income and expenses as between series.
- Conflicts may exist between legal counsel, our company, our manager and its affiliates.
Third Party Information, Company Information and Past Performance
Certain information, including statistical data, third-party quotes and other factual statements, contained in the Communication or on our platform has been obtained from published sources prepared by other parties considered to be generally reliable. The Company also may produce and present information using published sources prepared by other parties that considered to be generally reliable. However, none of the Company, the Manager or any affiliate of the Manager or any of their respective directors, shareholders, members, officers, employees or agents assumes any responsibility for the accuracy of such information. There is no representation or warranty, express or implied, as to the accuracy, adequateness or completeness of any such information used in the Communication.
Past performance is not necessarily indicative of future results of the interests or the assets in a given series. Furthermore, to the extent the Communication relates to prior performance of assets similar to an Underlying Asset acquired or to be acquired by the Company, those similar assets may be materially different from, or may not be of the same quality as, the assets acquired or to be acquired by the Company. Values of comparable assets may vary depending on a number of factors, including market conditions, location of sale, associated taxes, originality of parts, condition of the asset, operating quality, historical significance, ownership history, level of wear and other factors.
Furthermore, the value of interests in a series of the Company may materially differ from the value of the Underlying Asset for many reasons, including market factors, fees charged by the Asset Manager, and restrictions on liquidity.
The information contained in the Communication including the Company’s Offering Circulars or Private Placement Memorandums may include some statements that are not historical and that are considered “forward-looking statements” within the meaning of Section 27A of the Securities Act. Such forward-looking statements may include, but are not limited to: statements regarding the development plans for the Company’s business; its strategies and business outlook; it’s market sector; anticipated development of the Company, the Manager and the Fintor Platform; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward-looking statements typically express the Manager’s expectations, hopes, beliefs, and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates”, “believes”, “continue”, “could”, “estimates”, “expects”, “intends”, “may”, “might”, “plans”, “possible”, “potential”, “predicts”, “projects”, “seeks”, “should”, “will”, “would” and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Any forward-looking statements contained in the Communication will be based on current expectations and beliefs concerning future developments that are difficult to predict. Neither the Company nor the Manager can guarantee future performance, or that future developments affecting the Company, the Manager or the Fintor Platform will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including those risks set forth in “Risk Factors” above.
All forward-looking statements attributable to the Company are expressly qualified in their entirety by these risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should any of the parties’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The recipient of the Communication should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Obtain Your Own Advice
Prospective investors are not to construe the contents of the Communication as legal, business or tax advice. Each prospective investor should consult its own advisors as to legal, business, tax and related matters concerning the subject matter of the Communication and any applicable Offering.