The purchase of the privately placed securities of a non-public company (“Securities”) is, in general, a highly speculative investment and should be undertaken only by persons who are financially able to bear the loss of their entire investment and who have no need for liquidity of their investment in the issuer. Such investments involve various risks relating to the nature of the financing and potentially the state and federal legalities surrounding the issuer, the nature and stage of development of the issuer’s business, and the business sector in which it operates. The listing below is not meant to be an all-inclusive description of such risks, but rather highlights some of the more significant factors and special risks relating to offerings of privately placed securities of companies with limited operating histories in particular and should be used as guidance only.
For a description of the business, operations, and financial condition of a specific issuer, and the particular risks arising from an investment in an issuer’s securities, investors should obtain and carefully read the available offering materials provided by such issuer, including any private placement memorandum, offering circular or prospectus prepared by the issuer before making any investment. Each potential investor, in considering a purchase of securities, must perform its own evaluation of whether investing in securities generally or purchasing securities in a particular offering is consistent with its investment objectives, risk tolerance, and financial situation. There are a variety of risk factors typically associated with investing in new issue securities, any one of which may have a material and adverse effect on the price of the issuer’s common stock. Prospective purchasers should consider the following factors, among others, before deciding to purchase securities, and should consult with their own legal, tax and financial advisors with respect to these matters.