Business Description: Porter Road Butcher sells claims-based (“better-for”) meat and poultry products directly to consumers (87% of sales) and wholesale to large retailers (13% of sales). The Company’s transparent, vertically integrated supply chain guarantees consumers that their product lives up to each of its “better-for” claims as they arrive fresh, never frozen, right at their doorstep. Porter Road provides a world-class butcher shop at consumers' fingertips and is revolutionizing the protein industry in America through its partnerships with sustainable, local farms.
Sales Drivers: The Company had $14.5M of net sales in 2022 and is poised for growth. Direct-to-consumer (DTC) and wholesale sales are being driven through a combination of best-in-class protein products made available to consumers on a customized-order basis either via subscription or a la carte. This unparalleled order flexibility is enabled as orders are fulfilled by the Company’s direct-from-farm supply chain and state-of-the-art meat processing capabilities. As the Company scales, additional opportunities for monetization arise from items considered ‘waste’ today (e.g., bones, fat, glands, etc.).
Addressable Market: Demand for claims-based meat in the U.S. exceeds supply, as a $12.4BN segment of the $96BN total U.S. protein industry. 86% of consumers look for at least one “Better for” claim when buying meat or poultry.
Management: Porter Road’s management team and board of directors is made up of trained chefs, professional butchers, and beef industry executives, with over 90 years of collective experience across all aspects of the meat and poultry industries, from farming to processing to sales.
Credit Considerations: Beginning in January 2024, the Company will maintain collateral coverage in excess of 110% of the outstanding balance of the loan, a 90% Loan-to-Value Ratio, and a 1.2x Fixed Charge Coverage Ratio. See “Credit Considerations” for more information.
Local Eateries, Inc., (dba Porter Road) (“The Company”) is issuing up to $4,000,000 of 14% Senior Secured Notes (the “Offering”, “Loan”, or “Notes”) to support refinancing of short-term debt and provide working capital reserves.
Covenant testing will begin in January 2024.
Fixed Charge Coverage
Restricted Member Distributions
Limitations on Additional Indebtedness
Authentic, Chef-Founded Business
Porter Road was founded by professional chefs Chris Carter and James Peisker, as a brick-and-mortar butcher shop in Nashville, TN. The duo quickly expanded the Company’s operations into the online DTC space, as well as wholesaling. The original butcher shop is still operating in its original Nashville location.
Committed to Making an Impact
Porter Road prides itself on a commitment to change the meat industry for the better. The Company pays its local ranchers and farmers a premium unaffected by market conditions. This ensures sustainable farming practices and respectful treatment of the animals. Operating outside of the traditional meat industry means Porter Road can price products more fairly and consistently for everyone.
Simplified Supply Chain
The Company uses a simplified and transparent supply chain to ensure ethical farming practices so consumers can rest assured that their products live up to all claims. Porter Road partners with local farmers to handle the raising and harvesting of the animals, allowing the Company to focus on marketing efforts, product development and distribution.
Omnichannel Sales Strategy
Porter Road reaches customers through a unique, 3-pronged sales strategy. The main driver is an online direct-to-consumer business offering both a la carte protein and hand-selected subscription boxes. The Company uses a wholesale operation to transform trim into best-in-class value-add products. Finally, Porter Road still operates the original brick and mortar operation in Nashville, TN. The flexibility of their offerings allows for a broad reach to touch every level of consumer.
Unmatched Taste, Quality, and Flexibility
Porter Road’s product is sourced from local farmers who are paid a premium to ensure the highest quality meat. With a transparent, vertically integrated supply chain, consumers can be confident that the product lives up to its claims. Moreover, Porter Road minimizes waste by transforming less-desirable cuts into delicious alternative products.
Recipes developed by former professional chefs and butchers with a genuine passion for the industry ensure exceptional flavor and quality.
Each piece of meat undergoes a precise dry aging process, tenderizing the meat and enhancing its signature umami flavor.
The Company offers unmatched flexibility to consumers, enabling a la carte ordering with no minimum amounts or a top-notch subscription service for recurring hand-selected protein delivery.
Porter Road ships fresh, never frozen, and directly to each consumer, ensuring maximum flavor intensity. The Company’s commitment to sustainability is evident in its use of recyclable shipping containers and packaging materials.
Online orders accounted for 81% of sales in 2022. These sales are the main drivers of growth, profit, and Company awareness.
Porter Road has a varied online customer base owing to its omnichannel sales pipelines, as seen in the figure above. A wide geographic spread, relatively even age distribution, and approximately a 2:1 male to female ratio.
13% of sales in 2022 were wholesale. Wholesale supports the online sales pipeline through the sale of best-in-class value-added products distributed to grocery stores, foodservice businesses, and bulk buyers.
Traditionally the Company used the wholesale operation to profit from trim byproducts, but with new facilities and distribution networks, Porter Road aims to grow the wholesale arm into a margin accretive business.
The original Porter Road butcher shop in Nashville accounted for 6% of total sales in 2022. The shop monetizes ‘catch weight’ product from online production and acts as an R&D hub for future offerings.
Demand for Claims-Based Meat
Consumer demand for claims-based meat is rapidly rising throughout the U.S. 86% of consumers now look for at least one “better for” claim when buying protein products.
Total Addressable Market
The United States Meat Market was valued at $97.4B in 2022 across all channels and is expected to grow at approximately 4% annually from 2023 to 2027.
Serviceable Available Market
Porter Road targets the U.S. Claims-Based Meat Market, which represents a $12.4 billion opportunity. Claims-based meat accounted for 12.7% of total meat sales in the U.S. in 2022.
Serviceable Obtainable Market
Porter Road aims to capture the subsegment of SAM consisting of consumers who prioritize claims-based meat, amounting to a $6.8 billion market. These consumers prioritize claims over all other factors, including availability and price, when purchasing protein.
Challenges to partner farms would impact availability of product, ultimately reducing net income
Inability to meet assumptions would negatively impact bottom line
The preceding financial projections reflect the Company’s best estimated forecasts and are not guaranteed to be accurate. The timing of performance is estimated post-funding. These figures are forward-looking statements and reflect the Company’s views about various future events or expectations. These figures take into account known and unknown risks, uncertainties and other factors and assumptions which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by this forward-looking financial projection. Please see the note regarding forward-looking statements. A full version of this pro-forma financial model is available through carofin.com.
A minimum of $1,500,000 and up to $4,000,000 of Senior Secured Notes (the “Offering”, “Loan” or “Notes”) is being issued by Local Eateries, Inc. (“Porter Road”, the “Borrower”, “Issuer” or the “Company”) to refinance short term debt and provide working capital reserves of the Borrower.
Local Eateries, Inc.
Senior Secured Notes of the Borrower (the “Offering”, “Loan” or “Notes”), which represent the senior indebtedness of the Borrower.
A minimum of $1,500,000 up to $4,000,000 of Senior Secured Notes (the “Notes” or “Loans”) are being issued.
Individuals and institutional investors who qualify as accredited investors as defined by Rule 501 of Regulation D of the US securities laws.
The Notes will pay Investors an annual interest rate equaling 14.0%. Each payment will be due on the first day of each month or, if occurring on a weekend or holiday, on the next business day.
12/15/25 (the “Maturity Date”), upon which time all outstanding Note principal and interest is due and payable.
Notes will pay interest only through 12/31/23. Thereafter the Notes will fully amortize on a mortgage style basis calculated such that none of the Loan principal will be remaining at the Maturity Date, with all outstanding principal then due at that time.
The Notes may be prepaid at any time, in whole or in part, but only if investors have been paid, through a combination of previous interest payments and, if necessary, additional amounts at the time of the prepayment, an amount totaling at least one full year of 14% interest, based upon their original principal investment.
The proceeds for any Note issuance will be used as follows: refinancing of short-term debt and providing working capital reserves for the Borrower.
The minimum investment amount for an investment in the Notes will be $25,000, subject to exception by the Issuer.
Notes will be offered through 12/29/23. An initial closing is to be determined with additional investment to be accepted at the discretion of the Company. The Offering Period may be extended at the sole discretion of the Company.
The Notes will represent the senior indebtedness of the Borrower, now or in the future, that will have a perfected security interest in all currently unencumbered assets of the business.
The Loan will have a perfected security interest in all of the currently unincumbered assets of the Borrower. A UCC will be filed with the state of Delaware to perfect these security interests.
The Company will maintain a 3-month Interest Reserve Account (the “Interest Reserve Account”), held and administered by the Administrative Agent, until the final 6 months of the Loan. Thereafter, if there has been no Event of Default (see below), amounts held within this Interest Reserve Account may be applied to monthly principal and interest payments as they become due.
Usual for Loans of this type for the Borrower, including but not limited to: accuracy of financial statements; no material adverse change; absence of litigation; no violation of agreements; compliance with laws; payment of taxes; solvency; compliance with environmental matters; accuracy of information; and validity, and priority and perfection of security interest in the collateral.
Including but not limited to satisfaction of all legal and financial due diligence relating to the Borrower.
Covenants will be tested starting January 2024 and quarterly thereafter.
Collateral Coverage – The Company’s intellectual property cash, accounts receivable, fixed assets, and inventories (calculated at cost), will always be in excess of one hundred and ten percent (110%) of the outstanding Loan principal balances. The Borrower will provide Lenders with a Borrowing Base Certificate which will perform this calculation and certify whether the Borrower is in compliance.
Fixed Charge Coverage – The Company shall generate operating cash flow sufficient to maintain a 1.2x Fixed Charge Coverage Ratio, on a trailing one-month basis. Please see “Credit Considerations” for more information.
Restricted Member Distributions – If it is not in compliance with any other covenants associated with this or any other financing by the Company, the Borrower shall not, without the prior written consent of a majority of the Lenders, make any distributions on a quarterly basis to its members/shareholders, other than tax distributions, which can be made at any time.
Limitation on Additional Indebtedness – The Company will not create, incur, assume, or permit to be outstanding any Indebtedness that exceeds $325,000 and such Indebtedness, if any, will not be allowed to place secondary liens or other liens on the Collateral.
As is usual for Loans of this type, including but not limited to performance of obligations; delivery of agreed financial information and compliance certificates; notices of default and litigation; maintenance of satisfactory insurance; compliance with laws; and payment of taxes.
Prior to closing management, director and owner compensation will be agreed and not changed without Lender consent. All Owner injections shall be subordinated to Lenders.
As is usual for Loans of this type, including but not limited to transfer of assets, incurrence of additional debt above the allowable amount, mergers changes in primary business, etc.
An “Event of Default” under this Loan shall include: (a) Borrower shall fail to pay when due any required interest or principal; or (b) any warranty, representation, statement, report or certificate made or delivered to the Administrative Agent or the Lenders by Borrowers or any of Borrowers’ officers, directors, employees or agents, now or in the future, shall be untrue or misleading in any material respect; or (c) Borrowers shall fail or neglect to perform or shall violate any Financial Covenant, Affirmative Covenant or Negative Covenant as specified in the Loan and Security Agreement supporting the Loan, subject to a 5 business day grace period.
If the Loan and any interest due to the Lender is not paid when due or the Borrower is otherwise in default, the Borrower will begin incurring an incremental 5% (annualized) Penalty Fee per month for so long as such default is in effect. The Penalty Fee shall be based upon the aggregate principal balances of all outstanding Notes, unpaid interest and any accrued Penalty Fees, subject to a five working day grace period and the occurrence of a force majeure event. Once the default has been remedied, the interest rate will return to that applicable for Loan at that time.
The Company will establish an escrow account at an FDIC-insured banking institution (the “Custodian”). Under escrow instructions with this Bank, all subscription amounts will be deposited into the escrow account until the Company has received, and is prepared to accept, subscriptions for at least $1,500,000 of Notes offered hereby, and/or through a combination of such subscriptions and other alternative methods of financings such as short-term bridge notes or the exchange of other instruments (each an “Alternative Financing”). When this subscription amount, which may include Alternative Financings, has been reached, the amounts previously deposited in escrow will be released to the Company (the “Closing”). If the Company does not receive subscriptions and/or Alternative Financings equal to at least $1,500,000 prior to the termination date of this Offering, then at the termination date all funds on deposit in the escrow account will be returned to the corresponding subscribers, without interest. At its discretion, the Company may not establish an escrow account if the minimum amount is met by a single investor.
Insurance will be maintained by the Company including: 1) property and casualty insurance coverage for an amount equaling at least the outstanding principal of the Note and 2) general liability insurance for its operations in its facilities.
The Administrative Agent will be provided monthly unaudited financial statements within 45 days of the end of each preceding month as well as an annual unaudited statement for each calendar year within 90 days of the end of each year.
Carolina Financial Securities, LLC (“CFS”). CFS, a FINRA-registered broker dealer, is the exclusive Placement Agent for the Offering and will receive a 5.00% placement fee for acting as Placement Agent. CFS may share up to 50% of its fees with Carofin, LLC, an affiliated Broker-Dealer, for its assistance in the placement of the Offering.
CFG Financial Services, LLC (the “Administrative Agent”), an affiliate of CFS, shall serve as administrative agent. The role of the Administrative Agent includes: administration of the Interest Reserve Account, ongoing representation of the Investors to the Borrower, oversight of Borrower compliance with all Loan covenants, processing of interest and principal payments from the Borrower to Investors, preparation and payment of all Regulation D filings (to be reimbursed by the Borrower) and other actions required in the administration of the Loan on behalf of the Investors. The administrative agent shall have an allowance of $5,000 per year for expenses reasonably incurred for its services, such as tax reporting, securities filings, and similar fees, to be reimbursed by the Company.
A cash fee equaling (5.00%) will be paid by the Borrower as a placement fee to CFS for acting as exclusive Placement Agent for the Offering.
Additionally, CFS will be reimbursed for out-of-pocket fees and expenses which have been approved by the Issuer.
AN INVESTMENT IN THE SECURITIES IS SPECULATIVE AND IS SUITABLE ONLY FOR PERSONS OF SUBSTANTIAL FINANCIAL MEANS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT AND HAVE NO NEED FOR LIQUIDITY IN THIS INVESTMENT. AN INVESTMENT IN THE SECURITIES OFFERED HEREIN SHOULD NOT BE A MAJOR PART OF YOUR INVESTMENT PORTFOLIO. YOU SHOULD REVIEW THE RISKS OF THIS INVESTMENT WITH YOUR LEGAL OR FINANCIAL ADVISORS.
THIS OFFERING INVOLVES SUBSTANTIAL RISKS. THESE RISKS INCLUDE, BY WAY OF ILLUSTRATION AND NOT LIMITATION, THE FOLLOWING: RISKS ASSOCIATED WITH THE FACT THAT THE MEMBERS WILL NOT HAVE THE RIGHT TO VOTE ON OR APPROVE MOST DECISIONS REGARDING THE BUSINESS AND, AS SUCH, WILL NOT BE IN CONTROL OF THEIR INVESTMENTS IN SECURITIES OF THE COMPANY AND THE BUSINESS; AND THE OPERATION OF THE COMPANY INVOLVES TRANSACTIONS BETWEEN THE COMPANY, THE MANAGER, AND THE OWNER WHICH MAY INVOLVE CONFLICTS OF INTEREST.
THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM, AND WITH THE PRIOR CONSENT OF THE MANAGER, WHICH CONSENT MAY BE WITHHELD IN THE MANAGER’S SOLE DISCRETION. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
SOME OF THE INFORMATION IN THIS PRESENTATION MAY CONTAIN “FORWARD-LOOKING” STATEMENTS. YOU CAN IDENTIFY SUCH STATEMENTS BY THE USE OF FORWARD-LOOKING WORDS SUCH AS “MAY,” “ANTICIPATE,” “ESTIMATE,” “COULD,” “SHOULD,” “WOULD,” “EXPECT,” “BELIEVE,” “WILL,” “PLAN,” “INTEND,” “PROJECT,” “PREDICT,” “POTENTIAL” OR OTHER SIMILAR WORDS. THESE TYPES OF STATEMENTS DISCUSS FUTURE EXPECTATIONS OR CONTAIN PROJECTIONS OR ESTIMATES WHICH MAY OR MAY NOT HAPPEN AS PROJECTED HEREIN. WHEN CONSIDERING SUCH FORWARD-LOOKING STATEMENTS, YOU SHOULD KEEP IN MIND THE RISK FACTORS LISTED BELOW, WHICH COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENT.
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN CONJUNCTION WITH THE OTHER INFORMATION ABOUT THE SECURITIES BEFORE PARTICIPATING IN THIS OFFERING. THE RISKS DISCUSSED IN THIS PRESENTATION CAN ADVERSELY AFFECT THE COMPANY’S OPERATION, OPERATING RESULTS, FINANCIAL CONDITION AND PROSPECTS FOR SUCCESS. THIS COULD CAUSE THE VALUE OF THE SECURITIES OFFERED HEREIN TO DECLINE AND COULD CAUSE YOU TO LOSE PART OR ALL OF YOUR INVESTMENT. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES THE COMPANY FACES BUT DO REPRESENT THOSE RISKS AND UNCERTAINTIES KNOWN TO THE COMPANY AND THAT THE COMPANY BELIEVES ARE MATERIAL TO THE COMPANY’S FUTURE OPERATING PERFORMANCE.
The Securities being offered should be considered a speculative investment. The ability of the Company to achieve its objectives may be determined by factors beyond its control that cannot be predicted at this time. Consequently, there can be no assurance that the Company’s efforts to continue its business operations will prove to be sufficient to enable the Company to generate the funds required to make distributions. Anyone investing in the Securities should do so only if they are financially able to sustain the loss of their entire investment and should recognize that such a possibility exists.
As this security is a private transaction, there is currently no public market for the securities being offered herein. These Securities are not publicly registered securities and will have no secondary sale liquidity.
The Company has a limited history of operations upon which an evaluation of the Company’s business and prospects can be based. No assurances can be given that the Company will ever be profitable or generate revenues sufficient to make distributions. This makes evaluating the Company’s business operations and validating its financial projections difficult. In assessing the Company’s prospects, a potential investor must consider the risks and difficulties frequently encountered by early-stage companies. These risks include the Company’s ability to: raise sufficient capital to fund operations, and other general corporate purposes; manage changing and expanding operations; establish and increase awareness of the Company’s brand and strengthen loyalty among prospective customers; implement and successfully execute the Company’s business and marketing strategies; respond effectively to competitive pressures and developments; continue to enhance the Company’s products and services; and attract, retain and motivate qualified personnel. The Company’s failure in any of these areas could adversely affect the Company’s financial condition and results of operation.
The Company currently has existing debt in the amount of $2,654,193, governed by a Loan and Security Agreement. Some of this debt is intended to be repaid with the proceeds of this Offering. Should the Company default on any of the payments owed to the senior secured lenders, they may take actions which could affect the Company’s ability to make distributions.
Any substantial decline in the demand for products sold by the Issuer may cause a decline in the market value of Issuer’s product and negatively impact the Issuer’s financial performance.
Pricing for protein varies significantly depending on market conditions. This may negatively impact the Issuer’s financial performance.
Outbreaks of disease and other events, which may be beyond the Company’s control, producers who sell materials to Porter Road, could significantly affect demand for its products, consumer perceptions of products, the availability of materials for purchase and its ability to conduct its operations.
Success for the Issuer’s business depends, in part, on the quality and safety of the Issuer’s products. If the products are found to be defective or unsafe, or if they otherwise fail to meet customer standards, relationships with customers could suffer. Further, the Issuer’s reputation could be diminished, and the Issuer could lose sales and/or become subject to liability claims, any of which could result in a material adverse effect on the business.
The Issuer’s activities are subject to international, federal, and state laws. The Issuer’s activities are expected to have a variety of regulatory oversight as development proceeds. Development of any of the Issuer’s operations will be dependent on the Issuer satisfying regulatory guidelines and, where required, being approved by governmental authorities. The Issuer intends to conduct their business activities in a compliant manner and in accordance with all applicable laws but may still be subject to accidents or other unforeseen events which may compromise its performance, and which may have adverse financial implications.
The Company competes with others in the industry. Competitors include companies that may have greater financial and other resources than the Company. Additionally, these competitors could use strategies to prevent the Company from achieving its objectives and may gain market share. This may have a material adverse impact on the financial position of the Company
Any negative changes in economic conditions could have a material adverse effect on the Company’s business.
Due to the size of the organization, the Issuer has a significant reliance on certain key employees, particularly Chris Carter and James Peisker. If the Issuer is unable to retain key employees it could jeopardize the Issuer’s ability to implement its business plan, its relationships with its customers, and its financial stability.
The Issuer expects to continue to grow its overall operations and this may strain the Issuer’s resources. Any inability to manage growth effectively would have a material adverse effect on the Issuer’s business.
The Issuer reserves the right to accept or reject any proposed investment in its sole discretion. Subject to this discretion, it intends to accept investments on a “first-come, first-served” basis, with the consequence that Investors will be allocated a portion of the total Offering, based upon the amounts they have committed, in the order in which such commitments have been accepted. The Borrower is not required to accept all commitments tendered to it. There is no assurance, therefore, that your commitment will necessarily be accepted in whole or in part by it should it raise more or less funds than are needed to make its investments.
The financial projections contained in this Offering Summary and any supplements represent the Issuer’s estimated results of operations. The financial projections have been prepared upon the basis of assumptions and estimates which may differ from actual events and/or circumstances.
The Company has not requested and will not request any tax ruling from the IRS regarding the tax consequences of the Company’s activities. Accordingly, there is no certainty as to the tax consequences of participating in the Security. The Company has not sought or obtained a legal opinion with respect to the tax treatment of the Offering proceeds or issuance of the Security. Accordingly, Investors are urged to consult your own tax advisor with respect to the federal and state tax consequences arising from participation in this Offering.
There is a possibility that the IRS will audit the Company’s income tax returns. If the Company’s income tax returns are audited, your return might also be audited.
No assurance can be given that the current Congress or any future Congress will not enact federal income tax legislation that could adversely affect the tax consequences of participating in the Offering.
Potential investors should not rely exclusively on one aspect of the security structure when making an investment decision on whether or not to participate in this Offering.
In addition to the above risks, businesses are often subject to risks not foreseen or fully appreciated by management. Prospective investors reviewing this Offering Summary should keep in mind other possible risks that could be important to the success of their investment in the Securities.
These securities have not been registered with the Securities and Exchange Commission (the “SEC” or the “Commission”), or with any state securities commission or any other regulatory authority. The securities are being offered in reliance upon an exemption from the registration requirement of federal and state securities laws and cannot be resold unless the securities are subsequently registered under such laws or unless an exemption from registration is available. Neither the SEC nor any other agency has passed on, recommended or endorsed the merits of this offering (this “Offering”) or the accuracy or adequacy of these confidential offering documents (the “Offering Package”). Any representation to the contrary is unlawful.
These securities are offered through Carofin, LLC, Member of FINRA/SIPC. Carolina Financial Securities is an affiliate of Carofin and both Broker-Dealers are affiliates of Carolina Financial Group, LLC. Documents have been prepared by Carolina Financial Securities and have been reviewed and approved by the management of the Company. The information contained herein has not been independently verified and is dependent on information provided by the Company to Carolina Financial Securities, LLC.
The information contained herein is for informational purposes only and is not intended for further distribution. The information does not constitute a complete description of any investment or investment performance. This document is in no way a solicitation nor is it an offer to sell securities nor is it advice or recommendation regarding any investment. The information is not directed to any person who is not believed to qualify under the definition of an Accredited Investor under the rules of Regulation D of the 1933 Securities and Exchange Act. No security listed in this document or otherwise offered through Carolina Financial Securities, LLC or Carofin, LLC may be purchased without prior receipt of a complete Private Placement Memorandum or other official offer to sell.
Due diligence materials related to this Borrower and the Offering are available to you through Carolina Financial Securities’ affiliated marketplace, Carofin. If you have not received your login information to access Carofin.com, please contact your company representative to have access granted.
The Company will not offer, sell or issue any Securities in any jurisdiction where it is unlawful to do so or where laws, rules, regulations or orders would require the Company, in its sole discretion, to incur costs, obligations or time delays disproportionate to the net proceeds the Company will realize from such offers, sales or issuances. Neither this Offering Package nor any subscription agreement shall constitute an offer to sell or a solicitation of an offer to purchase any Securities in any jurisdiction in which such transactions would be unlawful.
Private placements are high risk and illiquid investments. As with other investments, you can lose some or all of your investment. Nothing in this document should be interpreted to state or imply that past results indicate future performance, nor should it be interpreted that FINRA, the SEC or any other securities regulator approves of any of these securities. Additionally, there are no warranties expressed or implied as to accuracy, completeness, or results obtained from any information provided in this document. Investing in private securities transactions bears risk, in part due to the following factors: there is no secondary market for the securities; there is credit risk; where there is collateral as security for the investment, its value may be imped if it is sold. Please see the Private Placement Memorandum (PPM), and the complete list of contents of this Offering Package for a more detailed explanation of the securities Summary of Terms, Investor Suitability Standards, Confidentiality, Securities Matters and Risk Factors.
Caution Regarding Forward-Looking Statements
Certain statements in this Summary Offering Material may be “Forward-looking” in that they do not discuss historical facts but instead note future expectations, projections, intentions, or other items relating to the future. We caution you to be aware of the speculative nature of forward-looking statements as these statements are not guarantees of performance or results.
Forward-looking statements, which are generally prefaced by the words “may,” “anticipate,” “estimate,” “could,” “should,” “would,” “expect,” “believe,” “will,” “plan,” “project,” “intend,” and similar terms, are subject to known and unknown risks, uncertainties and other facts that may cause our actual results or performance to differ materially from those contemplated by the forward-looking statements. Although these forward-looking statements reflect our good faith belief based on current expectations, estimates and projections about, among other things, the industry and the markets in which we operate, they are not guarantees of future performance. Whether actual results will conform to our expectations and predictions is subject to several known and unknown risks and uncertainties, including risks and uncertainties discussed in this Summary Offering Material.
Consequently, all the forward-looking statements made in this Summary Offering Material are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us or our business or operations. Risks, uncertainties, and factors that could cause actual results to differ materially from those projected are discussed in the “Risk Factors” section of this Summary Offering Material. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Considering these risks, uncertainties, and assumptions, the forward-looking events discussed in the Summary Offering Material might not occur.
State Securities Laws:
The Company will not offer, sell or issue any securities in any jurisdiction where it is unlawful to do so or where laws, rules, regulations or orders would require the Company, in its sole discretion, to incur costs, obligations or time delays disproportionate to the net proceeds the Company will realize from such offers, sales or issuances. Neither this Offering Package nor any subscription agreement shall constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction in which such transactions would be unlawful.
A Carofin representative will be in touch soon.