Qualification
Our offerings are made in the United States of America in reliance on an exemption from registration under Regulation D of the Securities Act of 1933 (the "Act"). Since private capital offerings are high-risk investments that are not registered with the Securities Exchange Commission (the "SEC"), the SEC requires that investors qualify as an Accredited Investor by meeting the criteria below.
These Accredited Investor criteria represent the minimum standards for prospective investors. The speculative nature of the success of businesses raising capital through private placements together with the lack of liquidity of securities issued in private placements makes the purchase of these securities suitable only for investors who have adequate financial resources to afford the total loss of their investment. The satisfaction of such Accredited Investor status by a prospective investor does not necessarily mean that the securities are suitable for such prospective investor. Prospective investors are encouraged to consult their personal financial advisors to determine whether an investment in private placements is appropriate. The issuing company or StoneGate Partners, LLC may reject subscriptions, in whole or in part, in their absolute discretion.
The following categories of investors qualify as Accredited Investors under Regulation D of the Act:
- A bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 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; an insurance company as defined in Section 2(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958;
- 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 U.S. $5,000,000; or an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of 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 U.S. $5,000,000, or if a self-directed plan, with investment decisions made solely by persons that are Accredited Investors;
- A private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940;
- A trust, with total assets in excess of U.S. $5,000,000 not formed for the specific purpose of acquiring the securities offered whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D;
- 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 offered with total assets in excess of U.S. $5,000,000;
- A director or executive officer of the Company or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;
- A natural person whose individual net worth or joint net worth with that person's spouse, at the time of purchase exceeds U.S. $1,000,000;
- A natural person who had an individual income in excess of $200,000 (or joint income with that person's spouse in excess of $300,000) in each of the two most recent years and who reasonably expects to reach the same income level in the current year; or
- An entity in which all the equity owners are Accredited Investors as defined above.
- The issuing company may require each investor to represent in writing, among other things, that: (i) by reason of its business or financial experience, or that of its professional advisor, it has the capacity to protect its own interests in connection with the transaction; (ii) it is acquiring the private placement securities for its own account, for investment only and not with a view toward the resale or distribution thereof, and it is aware that the private placement securities have not been registered under the Act and their transfer is restricted by the Act, applicable state securities laws, any purchase agreement entered into in connection with the purchase of the private placement securities; and (iii) it meets the requirement of an Accredited Investor as defined by Regulation D of the Act.
