Risks related to market conditions and governmental programs
- We may be adversely impacted by weakness in the local economies we serve.
- New legislation and/or regulatory laws affecting our operations may affect our performance.
Risks related to our business/operations
- We may be unable to successfully execute and manage our growth strategy.
- Our success will depend on our ability to hire, train and retain key personnel.
Risks related to our industry
- The industries in which we operate are highly competitive and many of our competitors have access to greater financial resources, lower funding costs and greater access to liquidity.
- Unfavorable future conditions could adversely impact our business, financial position, results of operations and/or cash flows. Risks related to funding sources and interest rates/debt markets
- We are substantially dependent upon our secured and unsecured funding arrangements. If any of our funding arrangements are terminated, not renewed or otherwise become unavailable to us, we may be unable to find replacement financing on economically viable terms, if at all, which would have a material adverse effect on our business, financial position, results of operations and cash flows.
- Changes in economic and legal conditions could materially and adversely affect our transactions, business, financial position, results of operations or cash flows.
- Our earnings and reputation may be adversely affected if risk is not properly managed. Risks related to proposed financing transaction
- There is no assurance that we will be able to obtain additional capital as needed.
- There is no guarantee of success, and there is a potential for loss of your investment.
- There can be no assurance that any financial projections delivered to a prospective investor will accurately reflect the predicted profitability of our business.
- There is currently no market for our securities; and it is unlikely that a market will develop in the future, which would impact your ability to resell our securities in an orderly fashion.
The preliminary presentation (“Presentation”) has been prepared by the issuer (the “Issuer”), and is being delivered to the recipient (the “Recipient”) on behalf of the Issuer by Castle Placement, LLC (“Castle Placement™”), our placement agent. This Presentation and the information contained herein is CONFIDENTIAL and shall be kept confidential. By accepting this Presentation, the Recipient agrees it will not copy or distribute this Presentation, in whole or in part, at any time without Issuer’s prior consent. Delivery of this presentation to anyone other than the Recipient is unauthorized and any reproduction of this preliminary Presentation, in whole or in part, or any attempt to divulge its contents, in whole or in part, without the prior written consent of the Issuer is prohibited.
This Presentation is intended only for Qualified Institutional Investors and individual Accredited Investors as defined by all state and federal securities laws, the Securities Act of 1933 and Rule 501 of Regulation D.
Castle Placement™ does not provide legal, investment, accounting, regulatory or tax advice. As such, it should not be used as a substitute for consultation with professional legal, investment, accounting, regulatory, tax, or other competent advisors.
This Presentation has been prepared solely for the purpose of providing a preliminary introduction to the opportunity described in the Presentation to assist a limited number of parties in deciding whether they wish to proceed with a further review of this opportunity. Information contained herein has been obtained from management of the Issuer and other sources which are deemed reliable, but no representations or warranties are made by Issuer or the placement agent or any of their respective affiliates, employees or representatives as to the accuracy or completeness of such information or any other information (whether written or oral) made available in connection with any investigation of Issuer. Neither the placement agent nor Issuer has independently verified any of the information set forth in this Presentation. Only those particular representations and warranties which may be made in a definitive agreement when, as and if it is executed, and subject to such limitations and restriction as may be specified in the definitive agreement, will have any legal effect.
This Presentation does not constitute an offer or solicitation to sell or purchase any securities. The information contained in this Presentation does not purport to contain all of the information that a prospective purchaser may desire. In all cases, interested parties should conduct their own investigation and analysis of Issuer and the information contained herein. The information contained in this Presentation is not to be used for any other purpose. Except as otherwise expressly indicated, this Presentation speaks as of the date hereof. Neither Issuer nor the placement agent undertakes any obligation to update the information contained herein, correct any inaccuracies that may become apparent or provide the recipient with access to any additional evaluation material. The delivery of this Presentation does not imply that there has been no change in Issuer’s affairs after the date hereof. This Presentation is not a prospectus, disclosure document or offering document, and does not constitute an offer or invitation to apply for securities under any law. In particular, this Presentation shall not form the basis of or be relied on in connection with any contract or commitment whatsoever.
This Presentation includes certain forward looking statements, estimates and projections provided by the Issuer with respect to its anticipated future performance. Such statements, estimates and projections reflect various assumptions and judgments by the Issuer concerning anticipated results, which assumptions are inherently uncertain and may or may not prove to be correct. No representations or warranties are made as to the accuracy of such statements, estimates or projections. Nothing contained herein should be relied on as a promise or representation as to Issuer’s future performance. In addition to forward looking statements, this presentation contains information and statistics relating to Issuer’s industry and related industries. Such information and data was derived from third party and other sources that it believes to be reliable, but without independent verification.
Financial information contained herein has been provided by the Issuer. Neither the Issuer nor Castle Placement™ warrants or guarantees this information, nor makes any representations as to the accuracy of the information. Recipient must verify this information independently, and represents that it has not relied on the Issuer or Castle Placement™ with respect thereto. Issuer and the placement agent and their respective affiliates, employees and representatives expressly disclaim any and all liability relating to or resulting from the use of this Presentation or any errors therein or omissions therefrom, or in any other written or oral communication transmitted or made available to interested parties. Issuer reserves the right to require the return of this Presentation at any time. Under no circumstances should the Issuer or any of its employees, agents, owners, officers, directors, or members be contacted directly. Issuer reserves the right to (1) negotiate with one or more prospective buyers at any time and to enter into a definitive agreement with respect to itself and the Issuer without prior notice to the recipient or other prospective purchasers, (2) terminate further participation in the investigation and proposal process by any party, and (3) modify the procedures relating to this process without assigning any reason therefor.
This Presentation is not a research report under U.S. law, not a research department product and is intended only for sophisticated investors/clients. Some or all of this Presentation may have been prepared by, and is a product of, a group that may support underwriting, sales, trading or investment banking activities, and Issuer does not hold it out as impartial in relation to such activities.
Castle Placement emails and any attachments (the “Information”) is an advertisement, and is being delivered by Castle Placement, LLC (“Castle Placement™”). It is provided for your initial review only, is confidential, is intended for the exclusive use of the addressee(s), and may contain privileged information. Castle is a registered U.S. Broker-Dealer and member of FINRA and SIPC. Castle has not independently verified the Information, its content is not guaranteed to be accurate and complete, and it should not be relied on as such. Opinions in this communication are the current judgment of the author as of the date and time sent. The Information does not necessarily reflect the opinions or an official statement of Castle, and is subject to change without notice. Castle is not under any obligation to update or keep current the Information. The Information does not constitute a personal recommendation, and does not take into account the specific investment objectives, financial situation or particular needs of the recipient. The Information should not and cannot be viewed as an indicator of future performance. The sole purpose of the Information is to assist recipients in deciding whether they wish to proceed with a further review of this opportunity. It is not intended to be all-inclusive or to contain all the information that a prospective investor may desire in considering an investment. It is not intended to form the basis of any investment or purchase decision. The Information does not constitute an offer to sell or a solicitation of an offer to purchase securities or any investment products or other financial product or service, and is not an official confirmation of any transaction. Recipients understand an offer of securities or other financial investments, if any, will be accompanied by appropriate documentation. Any review, reliance or distribution by others or forwarding without the express permission of the sender is strictly prohibited. If you are not the intended recipient, please contact the sender and delete all copies. To the extent permitted by law, Castle does not accept any liability arising from the use or retransmission of the Information. Any disclosure, copying, or distribution of the Information, or the taking of any action based on it, is strictly prohibited.