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 this webpage (the “Offering Package”). Any representation to the contrary is unlawful.
These securities are offered through Carolina Financial Securities, LLC and Carofin, LLC, Members 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 Mosaic Distributors, LLC (the “Issuer” or the “Company”). The information contained herein has not been independently verified and is dependent on information provided by Mosaic Distributors, LLC, to Carolina Financial Securities, LLC.
Our firms seek to present vital capital with meaningful investment opportunities through the fundamental analysis of the businesses we seek to finance. Such analysis is usually conducted through a First Principles approach.
When we provide you with a recommendation, we have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the recommendations we provide you. Here are some examples to help you understand what this means:
Proprietary Products: Our firms will often present investments that are only available though them, which may result in a higher placement fee. The Firms will receive the placement fee regardless of your investment performing as expected.
Previous Services to Mosaic Distributors, LLC; The firms previously served as placement agents for other offerings of securities by Mosaic Distributors, LLC. Due to these previous services, the firms may have a conflict of interest arising from its duties to the investors in this offering, the investors in previous securities issued by Mosaic Distributors, LLC, and Mosaic Distributors, LLC itself.
Our firms offer brokerage services to accredited investors, exclusively through the sale of private placements. the offerings we bring to market are carefully selected, and any recommendation you may receive from us will be limited to these offerings. Therefore, we may be unable to adequately compare the risks and benefits of the offerings we bring to offerings presented by other financial professionals. While our firms will often present new investments and discuss such investment’s risks and benefits with you, the ultimate authority to make such investment rests solely with you.
Our firms do not hold any investor cash or securities, and securities offered by us often have no easily assessable market value, so our firms will not monitor the market value of your investment on an ongoing basis. The investments we present often require a minimum investment of $5,000 for equity offerings and $10,000 for debt offerings.
Fees and costs may reduce any amount of money you make on your investments over time. Our firms are mostly compensated through placement fees, which are payable by the issuer, meaning that the firms will be compensated by receiving a percentage of the funds raised in an offering, regardless of the investment performing as expected. Such placement fee is usually between 3% and 7% (please find the specific Placement Fee for this offering in the “Fees & Expenses” section of the “ Key Investment Terms”. Given that different investments have different placement fees, we may often have a conflict of interest when presenting these investments to you. The Firms’ bankers are often compensated by receiving a percentage of the placement fee, and may have their own conflict of interest when presenting you with offerings they structure.
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.
The Company will not offer, sell or issue any Series B Preferred 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 Series B Preferred 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 impaired 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 on this webpage 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 on this webpage.
Consequently, all the forward-looking statements made on this webpage 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 Webpage. 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 on this webpage might not occur.
Exemption from Registration
The securities associated with this Offering have not been registered with the Securities and Exchange Commission or any state securities commission. The Company is conducting this Offering in reliance on the exemptions from registration provided by Sections 4(a)(2) of the Securities Act of 1933 and Regulation D promulgated by the Securities and Exchange Commission.
Regulation D provides certain exemptions from the registration requirements of the Securities Act for transactions by an issuer involving the offer or sale of its securities if the transaction meets all the requirements of such Regulation. Those requirements relate to, among other things, restrictions on the manner in which the offer is made, the characteristics of the offerees, access to, or furnishing information about, the issuer, limitations on the number of purchasers and limitations on the disposition of securities acquired as a result of an offering made pursuant to the Regulation. Accordingly, this Offering is made to a limited number of persons without general solicitation or general advertising. While not necessarily required in order to comply with Regulation D, the Borrower will require each person to meet certain suitability requirements before purchasing the Membership Units. Therefore, each prospective Investor must submit to the Company information that will enable it to determine whether such Investor is a person who has such knowledge and experience in financial and business matters, that such Investor is capable of evaluating the merits and risks of an investment in the securities and that such Investor can bear the economic risk of such investment. That is, a person who, at the time of investment, can afford a complete loss of his or her investment and who can hold the Membership Units indefinitely.
Interpretation Regarding Subscriptions
The Company will determine all questions regarding subscriptions. The Company’s determinations shall be final and binding. The Company reserves the absolute right to reject any subscription if it is not in proper form or if the acceptance or issuance of the Membership Units could be deemed unlawful. The Company also reserves the right to waive any defect with regard to any particular subscription. The Company is not required to give notification of any defect or irregularity in a subscription, nor will the Company incur any liability for failure to give such notification. Subscriptions will not be deemed to have been made until any such defect or irregularity has been cured or waived within such time as the Company determines is necessary. Subscriptions with defects or irregularities that have not been cured or waived will be returned by the Company to the appropriate Investor as soon as possible. Once a person has executed a subscription agreement counterpart signature page and submitted funds for the Membership Unit, except as otherwise required by state securities laws, the subscription may not be revoked without the Company’s consent.
State Securities Laws
The Company will not offer, sell or issue any Membership Units 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 Membership Units in any jurisdiction in which such transactions would be unlawful.