From time to time, Noble Capital Markets, Inc. may post Investment opportunities (“Offerings”) on the Site that may only be purchased by Accredited Investors, as defined by Rule 501 of Regulation D under the Securities Act of 1933 (“Regulation D”). Only an indication that an Offering is available will be posted on the Site, with no specifics of the Offering being posted.
Accredited Investors are permitted to access to certain offers for the sale of securities of private companies that have not been registered with the Securities and Exchange Commission. These securities are not freely traded (restricted), illiquid (no market for you to sell) and are categorized as high-risk investments. There is no guarantee of any return on your investment and investors should not invest in any security mentioned on the Site if you cannot afford the risk of losing your entire principal amount. Before you can view and invest in any of the companies listed on the Site, you will be required to represent and warrant that you qualify under at least one of the following categories:
- EARNED INCOME – partnerpartnerINFORMATION earned income that exceeded $200,000 (or $300,000 together with a partner) in each of the prior two years, and reasonably expects the same for the current year, OR
- NET WORTH – has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence)
On the income test, the person must satisfy the thresholds for the three years consistently either alone or with a partner, and cannot, for example, satisfy one year based on individual income and the next two years based on joint income with a partner. The only exception is if a person is married within this period, in which case the person may satisfy the threshold on the basis of joint income for the years during which the person was married and on the basis of individual income for the other years.
In addition, entities such as banks, partnerships, corporations, nonprofits and trusts may be accredited investors. Of the entities that would be considered accredited investors and depending on your circumstances, the following may be relevant to you:
- any trust, with total assets in excess of $5 million, not formed to specifically purchase the subject securities, whose purchase is directed by a sophisticated person, or
- any entity in which all of the equity owners are accredited investors.
In this context, a sophisticated person means the person must have, or the company or private fund offering the securities reasonably believes that this person has, sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment.
Before receiving any information involving an Offering, you will be required to qualify your status as an Accredited Investor by providing supporting documentation.
Net Worth Qualification – Provide current copies of one or more of the follow documents as supporting evidence:
- Brokerage, bank, or other current asset statements which in combination will show qualifying Net Worth, or
- Letter from your attorney, CPA, registered investment adviser or registered broker stating your qualification as an Accredited Investor
Annual Income Qualification – in addition to attesting to the expectation of making qualifying income in the current calendar year, investors will need to provide copies of one or more of the following documents as supporting evidence:
- Tax returns, W2’s, or other government filings that support your income qualification for the past 2 years or;
- Letter from your attorney, CPA, registered investment adviser or registered broker stating your qualification as an Accredited Investor.
All documents received are reviewed for accuracy, completeness, and timeliness. If any discrepancies are found, those items are noted and you are contacted for clarification. In the cases where you provide a letter as supporting evidence, Noble Group verifies both the author of the letter and the authenticity.
If you are not an Accredited Investor, you will only be permitted to logon to the Site and access certain content on the Site. You are prohibited from investing in any offering or reviewing any offer or solicitation for the sale of securities.