As filed with the Securities and Exchange Commission on February 4, 2020
File No. ____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-A
REGULATION A OFFERING CIRCULAR
UNDER THE SECURITIES ACT OF 1933
Worthy Peer Capital II, Inc.
(Exact name of issuer as specified in its charter)
Florida
(State of other jurisdiction of incorporation or organization)
One Boca Commerce Center
551 NW 77 Street, Suite 212
Boca Raton, FL 33487
Phone: (561) 288-8467
(Address, including zip code, and telephone number,
including area code of issuer’s principal executive office)
Sally Outlaw
Chief Executive Officer
One Boca Commerce Center
551 NW 77 Street, Suite 212
Boca Raton, FL 33487
Phone: (561) 288-8467
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Laura Anthony, Esq.
Craig D. Linder, Esq.
Anthony L.G., PLLC
625 N. Flagler Drive, Suite 600
West Palm Beach, FL 33401
Phone: (561) 514-0936
Fax: (561) 514-0832
| 7372 | 84-3587018 | |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Preliminary Offering Circular
February 4, 2020
Subject to Completion
An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission. Information contained in this preliminary offering circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the United States Securities and Exchange Commission is qualified. This preliminary offering circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a final offering circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the final offering circular or the offering statement in which such final offering circular was filed may be obtained.
Worthy Peer Capital II, Inc.
WORTHY II BONDS
MAXIMUM OFFERING AMOUNT: $50,000,000
MINIMUM OFFERING AMOUNT: $0
Worthy Peer Capital II, Inc., (the “Company,” “we,” “us,” “our,” or “ours”) a newly formed entity, is offering up to $50 million of our “Worthy II Bonds” on a best efforts basis in increments of $10.00. For more information on the terms of Worthy II Bonds being offered, please see “Description of the Worthy II Bonds” beginning on page 26 of this offering circular.
We will offer and sell our Worthy II Bonds described in this offering circular on a continuous basis directly through the Worthy Website at www.worthybonds.com or though the Worthy App which may be downloaded for free from the Apple Store or from Google Play. The aggregate initial offering price of the Worthy II Bonds will not exceed $50,000,000 in any 12-month period, and there is no minimum number of Worthy II Bonds that need to be sold as a condition of closing this offering. This offering is being conducted on a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold in this offering. Offers and sales of the Worthy II Bonds will be made by our management who will not receive any commissions or other remunerations for their efforts. We reserve the right to engage the services of a registered broker-dealer who will offer, sell and process the subscriptions for the Worthy II Bonds, although we do not presently expect to engage such selling agent. If any broker-dealer or other agent/person is engaged to sell our Worthy II Bonds, we will file a post-qualification amendment to the offering statement of which this offering circular forms a part disclosing the names and compensation arrangements prior to any sales by such persons. See “Plan of Distribution” in this offering circular.
The approximate date of the commencement of the proposed sales to the public of the Worthy II Bonds will be within two calendar days from the date on which the offering is qualified by the Securities and Exchange Commission (the “SEC”) and on a continuous basis thereafter until the maximum number of Worthy II Bonds offered hereby is sold. The minimum purchase is $10.00 and funds received will not be placed in escrow and will be immediately available to us. All offering expenses will be borne by us and will be paid out of the proceeds of this offering. The closing of the offering will occur on the earlier of (i) the date that subscriptions for the Worthy II Bonds offered hereby equal $50,000,000 or (ii) an earlier date determined by the Company in its sole discretion.
No public market has developed nor is expected to develop for Worthy II Bonds, and we do not intend to list Worthy II Bonds on a national securities exchange or interdealer quotational system.
Investing in our securities involves a high degree of risk, including the risk that you could lose all of your investment. Please read the section entitled “Risk Factors” beginning on page 8 of this offering circular about the risks you should consider before investing.
Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.
We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act,” and, as such, have elected to comply with certain reduced public company reporting requirements. See “Offering Summary—Emerging Growth Company Status.”
| Price to Public | Selling Agent Commissions | Proceeds, Before Expenses, to Worthy Peer Capital II (1) | ||||||||||
| Per Worthy II Bond | $ | 10.00 | $ | 0.00 | $ | 10.00 | ||||||
| Total(2) | $ | 50,000,000 | $ | 0.00 | $ | 50,000,000 | ||||||
| (1) | Before the payment of our expenses in this offering which we estimate will be approximately $100,000. See “Use of Proceeds” appearing on page 15 of this offering circular. All expenses of the offering will be paid for by us using the proceeds of this offering. |
| (2) | Assumes that the maximum aggregate offering amount of $50,000,000 is received by us. |
THE SEC DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”); HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
We believe that we fall within the exception of an investment company provided by Section 3(c)(5)(A) and/or Section 3(c)(5)(B) of the Investment Company Act of 1940. Section 3(c)(5)(A) provides an exemption for a company that is primarily engaged in purchasing or otherwise acquiring notes representing part or all of the sales price of merchandise and/or services. Section 3(c)(5)(B) provides an exemption for a company that is primarily engaged in making loans to manufacturers, wholesalers and retailers of and to prospective purchasers of specified merchandise and/or services. If for any reason we fail to meet the requirements of the exemptions provided by Section 3(c)(5)(A) or 3(c)(5)(B) we will be required to register as an investment company, which could materially and adversely affect our proposed plan of business.
Our principal office is located at One Boca Commerce Center, 551 NW 77 Street Suite 212, Boca Raton, Florida 33487 and our phone number is (561) 288-8467. Our corporate website address is located at www.worthybonds.com. Information contained on, or accessible through, the website is not a part of, and is not incorporated by reference into, this offering circular.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This offering circular is following the disclosure format of Part I of SEC Form S-1 pursuant to the general instructions of Part II(a)(1)(ii) of Form 1-A.
The date of this offering circular is ______, 2020
We are offering to sell, and seeking offers to buy, Worthy II Bonds only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with any information other than the information contained in this offering circular. The information contained in this offering circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of our securities. Neither the delivery of this offering circular nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this offering circular. This offering circular will be updated and made available for delivery to the extent required by the federal securities laws.
For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this offering circular in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourselves about and to observe any restrictions relating to the offering and the distribution of this offering circular.
TABLE OF CONTENTS
Unless the context otherwise indicates, when used in this offering circular, the terms “Worthy Peer Capital II,” “the Company,” “we,” “us,” “our” and similar terms refer to Worthy Peer Capital II, Inc., a Florida corporation, and our wholly-owned subsidiary Worthy Lending II, LLC, a Delaware limited liability company which we refer to as “Worthy Lending II.” We use a twelve-month fiscal year ending on March 31st. In a twelve-month fiscal year, each quarter includes three-months of operations; the first, second, third and fourth quarters end on June 30th, September 30th, December 31st , and March 31st, respectively.
The information contained on, or accessible through, the websites at www.worthybonds.com and www.joinworthy.com are not part of, and is not incorporated by reference in, this offering circular.
Certain data included in this offering circular is derived from information provided by third-parties that we believe to be reliable. The discussions contained in this offering circular relating to such information is taken from third-party sources that the Company believes to be reliable and reasonable, and that the factual information is fair and accurate. Certain data is also based on our good faith estimates which are derived from management’s knowledge of the industry and independent sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified such third-party information, nor have we ascertained the underlying economic assumptions relied upon therein. While we are not aware of any material misstatements regarding any market, industry or similar data presented herein, such data was derived from third party sources and reliance on such data involves risks and uncertainties.
We own or have applied for rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights that protect our business. This offering circular may also contain trademarks, service marks and trade names of other companies, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this offering circular is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience, some of the copyrights, trade names and trademarks referred to in this offering circular are listed without their ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks. All other trademarks are the property of their respective owners.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This offering circular contains forward looking statements that are subject to various risk and uncertainties and that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results, in contrast with statements that reflect historical facts. Many of these statements are contained under the headings “Offering Circular Summary,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Forward-looking statements are generally identifiable by use of forward-looking terminology such as “anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project” or “expect,” “may,” “will,” “would,” “could” or “should,” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, or state other forward-looking information. Our ability to predict future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, actual outcomes could differ materially from those set forth or anticipated in our forward-looking statements. Factors that could cause our forward-looking statements to differ from actual outcomes include, but are not limited to, those described under the heading “Risk Factors.” Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this offering circular. Furthermore, except as required by law, we are under no duty to, and do not intend to, update any of our forward-looking statements after the date of this offering circular, whether as a result of new information, future events or otherwise.
You should read thoroughly this offering circular and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in Risk Factors appearing elsewhere in this offering circular. Other sections of this offering circular include additional factors which could adversely impact our business and financial performance. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this offering circular, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.
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STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS
Our Worthy II Bonds are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). As a Tier 2 offering pursuant to Regulation A under the Securities Act, this offering is exempt from state law “Blue Sky” review, subject to meeting certain state filing requirements and complying with certain anti-fraud provisions, to the extent that our Worthy II Bonds offered hereby are offered and sold only to “qualified purchasers” or at a time when our Worthy II Bonds are listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in our Worthy II Bonds does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). Accordingly, we reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.
To determine whether a potential investor is an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who has:
| 1. | an individual’s net worth, or joint net worth with the person’s spouse, that exceeds $1,000,000 at the time of the purchase, excluding the value of the primary residence of such person; or | |
| 2. | earned income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year. |
If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details.
For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles.
This summary highlights certain information about us and this offering contained elsewhere in this offering circular. Because it is only a summary, it does not contain all the information that you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this offering circular. Before you decide to invest in our securities, you should read the entire offering circular carefully, including “Risk Factors” beginning on page 8 and our financial statements and the accompanying notes included in this offering circular.
Overview
We are a newly formed company and to date our activities have involved the organization of our Company. We are a wholly owned subsidiary of Worthy Financial, Inc. (“WFI”) which owns a fintech platform and mobile app (the “Worthy App”) that allows its users to digitally purchase “Worthy Bonds.” Purchases can be made in several ways including by rounding up the users’ debit card and checking account linked credit card purchases and other checking account transactions and thereafter use the “round up” dollars in increments of $10.00 to purchase Worthy II Bonds from the Company. WFI also owns its proprietary website allowing direct purchases of Worthy II Bonds (collectively the “Worthy Fintech Platform”).
On October 28, 2019, the Company was formed as a Florida corporation and issued of 100 shares of its $0.001 per share par value common stock in exchange for $5,000 to WFI. WFI is the sole shareholder of the Company’s common stock.
We are an early stage company, which, through our wholly owned subsidiary Worthy Lending II, LLC (“Worthy Lending II”), a Delaware limited liability company, plan to implement our business model. Our business model is centered primarily around providing loans for small businesses including loans to manufacturers, wholesalers, and retailers secured by inventory, accounts receivable and/or equipment and purchase order financing. Inventory financing is a form of asset-based lending that allows retailers and wholesalers to use inventory as collateral to obtain a line of credit from us. Purchase order financing allows manufacturers and wholesalers to receive up to 100% of the funds needed to fill an order for specified merchandise when they are unable to do so on their own. To a lesser extent, we may also provide loans to other borrowers, acquire equity interests in real estate, make fixed income and/or equity investments, provide factoring financing and other types of loans and investments provided the amount and nature of such activities does not cause us to lose our exemption from regulations as an investment company pursuant to the Investment Company Act of 1940, or the “40 Act.” We will sell Worthy II Bonds in this offering to provide the capital for these activities.
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The Worthy II Bonds:
| ● | are priced at $10.00 each; | |
| ● | represent a full and unconditional obligation of our company; | |
| ● | bear interest at 5% per annum; | |
| ● | have a three-year term, renewable at the option of the bond holder; | |
| ● | are redeemable at any time at the option of the holder; | |
| ● | are subject to a call by us at any time; | |
| ● | are not payment dependent on any underlying small business or other loan; and | |
| ● | are unsecured. |
For more information on the terms of Worthy II Bonds being offered, please see “Description of the Worthy II Bonds” beginning on page 26 of this offering circular.
The Company has not yet generated any revenue and has no operating history. These conditions raise substantial doubt about the Company’s ability to continue as a going concern and our auditor raised substantial doubt about our ability to continue as a going concern in their audit report with respect to our audited consolidated financial statements for the period from October 28, 2019 (inception) to December 31, 2019. We expect to generate income from the difference between the interest rates we charge borrowers or otherwise make from our permissible investments, including loan origination fees paid by borrowers, and the interest we will pay to the holders of Worthy II Bonds. We also expect to use up to 5% of the proceeds from sales of Worthy II Bonds to provide working capital for our company until such time as our revenues are sufficient to pay our operating expenses.
Until sufficient proceeds have been received by us from the sale of Worthy II Bonds in this offering, we will rely on advances from our parent as to which we have no assurances. WFI is not obligated to provide advances to us and there are no assurances that we will be successful in raising proceeds in this offering. If we do not raise sufficient funds in this offering or if our parent declines to make advances to us, we will not be able to implement our business plan, or may have to cease operations altogether.
As Worthy Lending II is a wholly owned subsidiary of the Company, we expect that the loans and other assets of Worthy Lending II, and the returns from the operations of such loans and assets, will generally remain available to support and fund the payment obligations of the Company with respect to the Worthy II Bonds. While there is no formal security agreement in place with respect to these loans and other assets within Worthy Lending II (and while any current and future creditors of Worthy Lending II may also have recourse to the assets of the entity), as the Company is the sole member of Worthy Lending II we expect that the Company will retain the right at any time to cause the distribution of available funds from Worthy Lending II up to the Company so that the Company may meet such payment obligations.
Competitive Strengths
We believe we benefit from the following competitive strengths:
We are part of the Worthy Community. The Worthy App and websites (the “Worthy FinTech Platform”) are targeted to the millennials who are part of the fastest growing segment of our population. We believe that they have a basic distrust of traditional banking institutions yet they have a need to accumulate assets for retirement or otherwise. The Worthy FinTech Platform provides for a savings and investing alternative for the millennials.
We are part of the fast-growing online lending industry. Alternative lenders often provide a more appealing financing option to small businesses as they are usually more flexible than larger financial institutions on loan repayment terms and often approve loans much faster than banks. For example, online “peer-to-peer” lending website uses technology to meet market demand where traditional bank and institutional financing has become more difficult to obtain. Lenders often have significant cost advantages over banks, including lower overhead and the absence of branch offices and extensive sales forces. These efficiencies often make it easier for nonbanks to originate loans to borrowers whose options online were traditionally limited to banks.
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We focus on an underserved banking sector. Due to higher costs, we believe that banks cannot profitably serve the small business lending market for commercial loans below $500,000. Indeed, traditional banks have been exiting the small business loan market for over a decade. We believe our small business loan program enables us to profitably participate in loans at these levels.
Strategy
Our strategy is to expand our network of online information, social networking, and institutional, (colleges and universities, charities, trade organizations, and employer) sources of introductions and referrals to our targeted users.
Emerging Growth Company Status
We are an “emerging growth company” as defined in the JOBS Act, which permits us to elect not to be subject to certain disclosure and other requirements that otherwise would have been applicable to us had we not been an “emerging growth company.” These provisions include:
| ● | reduced disclosure about our executive compensation arrangements; | |
| ● | no non-binding advisory votes on executive compensation or golden parachute arrangements; and | |
| ● | exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting. |
We may take advantage of these exemptions for up to five years or such earlier time as we are no longer an “emerging growth company.” We will qualify as an “emerging growth company” until the earliest of:
| ● | the last day of our fiscal year following the fifth anniversary of the date of completion of this offering; | |
| ● | the last day of our fiscal year in which we have annual gross revenue of $1.0 billion or more; | |
| ● | the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or | |
| ● | the last day of the fiscal year in which we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the “Exchange Act.” |
Under this definition, we will be an “emerging growth company” upon completion of this offering and could remain an “emerging growth company” until as late as October, 2024.
In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
Risks Affecting Us
Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” beginning on page 8. These risks include, but are not limited to the following:
| ● | We are an early-stage startup with no operating history, and we may never become profitable; | |
| ● | Absent any additional financing or advances from our parent company, other than the sale of the Worthy II Bonds, we may be unable to meet our operating expenses; | |
| ● | In addition to the sale of the Worthy II Bonds, we are dependent on advances from our parent company in order to meet our operating expenses and our parent company is under no obligation to advance us any funds; | |
| ● | We have no operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful; | |
| ● | We operate in a highly regulated industry, and our business may be negatively impacted by changes in the regulatory environment; | |
| ● | Our business may be negatively impacted by worsening economic conditions and fluctuations in the credit market; | |
| ● | Competition in our industry is intense; | |
| ● | Holders of Worthy II Bonds are exposed to the credit risk of our company; | |
| ● | There has been no public market for Worthy II Bonds and none is expected to develop; | |
| ● | We may not qualify for an exemption from regulation as an investment company pursuant to the Investment Company Act of 1940; and | |
| ● | Our auditor raised substantial doubt about our ability to continue as a going concern in their audit report with respect to our audited consolidated financial statements for the period from October 28, 2019 (inception) to December 31, 2019. |
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Corporate Information
We were incorporated under the laws of the State of Florida in October 2019. On October 28, 2019, the Company was founded with the issuance of 100 shares of our $0.001 per share par value common stock for $5,000 to WFI. WFI is the sole shareholder of the Company’s common stock. Our wholly owned subsidiary Worthy Lending II was organized under the laws of the State of Delaware in October 2019. Our principal executive offices are located at One Boca Commerce Center, 551 NW 77 Street, Suite 212, Boca Raton, Florida 33487, and our telephone number is (561) 288-8467. Our fiscal year end is March 31st. The information which appears on our websites, or is accessible through our websites, at www.worthybonds.com and www.joinworthy.com are not part of, and is not incorporated by reference into, this offering circular.
We have not generated any revenues since our formation. There is substantial doubt about our ability to continue as a going concern. We are a wholly-owned subsidiary of Worthy Financial, Inc., a Delaware corporation which we refer to as “WFI.”
We are presently dependent on advances from our parent, WFI, to provide capital for our operations. WFI, reported minimal revenues of $49,689 for the year ended December 31, 2018 and had a net loss of $805,840. At December 31, 2018 WFI had a working capital deficit of $1,101,764 and an accumulated deficit of $1,273,447. WFI reported its financial results in their Annual Report on Form C-AR dated April 22, 2019 filed with the Securities and Exchange Commission on April 23, 2019, on a consolidated basis with Worthy Peer Capital Inc., its wholly owned subsidiary which we refer to as “Worthy Peer I.”
Organizational Structure
The following reflects the current organization structure of the Company:
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| Securities offered by us: | Up to $50,000,000 of Worthy II Bonds on a “best efforts” basis. | |
| Offering Price per Worthy II Bonds: | $10.00 per each Worthy II Bonds. | |
| Description of the Worthy II Bonds: | The Worthy II Bonds are: | |
| ● | priced at $10.00 each; | |
| ● | represent our full and unconditional obligation; | |
| ● | bear interest at 5% per annum; | |
| ● | have a three-year term, extendable at the option of the bond holder; | |
| ● | are redeemable at any time at the option of the holder; | |
| ● | subject to a call by us at any time; | |
| ● | not payment dependent on any underlying small business or other loan; and | |
| ● | are unsecured. | |
| Principal amount of Worthy II Bonds: | We will not issue Worthy II Bonds offered hereby in excess of $50 million principal amount during any 12-month period. The Worthy II Bonds offered hereby will be offered on a continuous basis. As of the date of this offering circular we have not sold any Worthy II Bonds. | |
| Regulation A Tier: | Tier 2 | |
| Worthy II Bond purchasers: | Accredited investors pursuant to Rule 501 and non-accredited investors. Pursuant to Rule 251(d)(2)(C), non-accredited investors who are natural persons may only invest the greater of 10% of their annual income or net worth. Non-natural non-accredited persons may invest up to 10% of the greater of their net assets or revenues for the most recently completed fiscal year. | |
| Securities outstanding prior to this offering: | 100 shares of our common stock, all of which are owned by WFI. | |
| Securities Outstanding after the offering | 100 shares of our common stock, all of which are owned by WFI. | |
| Manner of offering: | We will offer and sell our Worthy II Bonds described in this offering circular on a continuous basis directly through the Worthy Website at www.worthybonds.com or though the Worthy App which may be downloaded for free from the Apple Store or from Google Play. This offering is being conducted on a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold in this offering. Offers and sales of the Worthy II Bonds will be made by our management who will not receive any commissions or other remunerations for their efforts. We reserve the right to engage the services of a registered broker-dealer who will offer, sell and process the subscriptions for the Worthy II Bonds, although we do not presently expect to engage such selling agent. If any broker-dealer or other agent/person is engaged to sell our Worthy II Bonds, we will file a post-qualification amendment to the offering statement of which this offering circular forms a part disclosing the names and compensation arrangements prior to any sales by such persons. Please see “Plan of Distribution” beginning on page 29 of this offering circular. | |
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| Minimum and Maximum Investment Amount | The minimum investment amount per subscriber is $10. There is no maximum investment amount per subscriber. | |
| Investment Amount Restrictions | Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, you are encouraged to review Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, you are encouraged to refer to www.investor.gov. | |
| Voting Rights | The Worthy II Bonds do not have any voting rights. | |
| Risk Factors | Purchasing the Worthy II Bonds and our business in general is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” beginning on page 8. | |
| How to invest: | Please visit the Worthy Website at www.worthybonds.com and click the “Get Started” link at the top of the home page. You may also download the Worthy App and use it to invest. Please see “Plan of Distribution” appearing later in this offering circular. | |
| Use of proceeds: | If we sell all $50 million of gross proceeds from the Worthy II Bonds offered under this offering circular, we estimate our net proceeds, after deducting estimated offering expenses of approximately $100,000, will be approximately $49,900,000. We intend to use the proceeds from this offering to implement the business model described above and for general corporate purposes including the costs of this offering. See “Use of Proceeds.” | |
Transfer Agent
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The Company will act as its own transfer agent and maintain the Company’s share register. As of the date of this offering circular, we have not engaged a transfer agent, and do not intend to engage a transfer agent until such time as we determine it is necessary. | |
| Termination of the offering | We reserve the right to terminate this offering for any reason at any time. | |
| Closing | The closing of the offering will occur on the earlier of (i) the date that subscriptions for the Worthy II Bonds offered hereby equal $50,000,000 or (ii) an earlier date determined by the Company in its sole discretion. | |
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
The following table presents our summary historical consolidated financial data for the period indicated. The summary historical consolidated financial data for the period ended December 31, 2019 and the balance sheet data as of December 31, 2019 and is derived from the audited financial statements.
Historical results are included for illustrative and informational purposes only and are not necessarily indicative of results we expect in future periods, and results of interim periods are not necessarily indicative of results for the entire year. You should read the following summary financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes appearing elsewhere in this Offering Circular.
| October 28, 2019 (inception) through December 31, 2019 | ||||
| Statement of Operations Data | ||||
| Total revenues | $ | 0 | ||
| Gross profits | $ | 0 | ||
| Total operating expenses | $ | 5,619 | ||
| Loss from operations | $ | (5,619 | ) | |
| Nonoperating income (expense) | $ | 0 | ||
| Net loss | $ | (5,619 | ) | |
| Net loss per share, basic and diluted | $ | (56.19 | ) | |
| Balance Sheet Data (at period end) | ||||
| Cash and cash equivalents | $ | 5,000 | ||
| Working capital (1) | $ | (619 | ) | |
| Total assets | $ | 5,000 | ||
| Total liabilities | $ | 5,619 | ||
| Stockholder’s equity (deficit) | $ | (619 | ) | |
| (1) | Working capital (deficit) represents total current assets less total current liabilities. |
Investing in our securities involves risks. In addition to the other information contained in this offering circular, you should carefully consider the following risks before deciding to purchase our securities in this offering. The occurrence of any of the following risks might cause you to lose all or a part of your investment. Some statements in this offering circular, including statements in the following risk factors, constitute forward-looking statements. Please refer to “Cautionary Statement Regarding Forward-Looking Statements” for more information regarding forward-looking statements.
Risks Related to our Industry
The lending industry is highly regulated. Changes in regulations or in the way regulations are applied to our business could adversely affect our business.
Changes in laws or regulations or the regulatory application or judicial interpretation of the laws and regulations applicable to us could adversely affect our ability to operate in the manner in which we intend to conduct business or make it more difficult or costly for us to participate in or otherwise make loans. A material failure to comply with any such laws or regulations could result in regulatory actions, lawsuits, and damage to our reputation, which could have a material adverse effect on our business and financial condition and our ability to participate in and perform our obligations to investors and other constituents.
The initiation of a proceeding relating to one or more allegations or findings of any violation of such laws could result in modifications in our methods of doing business that could impair our ability to collect payments on our loans or to acquire additional loans or could result in the requirement that we pay damages and/or cancel the balance or other amounts owing under loans associated with such violation. We cannot assure you that such claims will not be asserted against us in the future.
Worsening economic conditions may result in decreased demand for loans, cause borrowers’ default rates to increase, and harm our operating results.
Uncertainty and negative trends in general economic conditions in the United States and abroad, including significant tightening of credit markets, historically have created a difficult environment for companies in the lending industry. Many factors, including factors that are beyond our control, may have a detrimental impact on our operating performance. These factors include general economic conditions, unemployment levels, energy costs and interest rates, as well as events such as natural disasters, acts of war, terrorism, and catastrophes.
Our borrowers are small businesses. Accordingly, our borrowers have historically been, and may in the future remain, more likely to be affected or more severely affected than large enterprises by adverse economic conditions. These conditions may result in a decline in the demand for loans by potential borrowers or higher default rates by borrowers.
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There can be no assurance that economic conditions will remain favorable for our business or that demand for loans in which we participate or default rates by borrowers will remain at current levels. Reduced demand for loans would negatively impact our growth and revenue, while increased default rates by borrowers may inhibit our access to capital and negatively impact our profitability. Further, if an insufficient number of qualified individuals and small businesses apply for loans, our growth and revenue would be negatively impacted.
Competition for employees is intense, and we may not be able to attract and retain the highly skilled employees whom we need to support our business.
Competition for highly skilled personnel, especially data analytics personnel, is extremely intense, and we could face difficulty identifying and hiring qualified individuals in many areas of our business. We may not be able to hire and retain such personnel. Many of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. In addition, we intend to invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements and the quality of our services and our ability to serve borrowers could diminish, resulting in a material adverse effect on our business. We currently have no full time employees. However, management and staffing are presently provided by Worthy Management, Inc., a wholly owned subsidiary of our parent company.
We operate in a competitive market which may intensify, and competition may limit our ability to implement our business model and have a material adverse effect on our business, financial condition, and results of operations.
We operate in a competitive market which may intensify, and competition may limit our ability to implement our business model and have a material adverse effect on our business, financial condition, and results of operations. Our competitors may be able to have a lower cost for their services which would lead to borrowers choosing such other competitors over the Company. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of loans and investments, offer more attractive pricing or other terms and establish more relationships than us.
Risks Related to Our Company
We are an early-stage startup with no operating history, and we may never become profitable.
We do not expect to be profitable for the foreseeable future. If we are unable to obtain or maintain profitability, we will not be able to attract investment, compete, or maintain operations.
Our auditors have raised substantial doubt about our ability to continue as a going concern.
We are an early-stage startup with no operating history, and we may never become profitable. Our independent registered public accounting firm has raised substantial doubt about our ability to continue as a going concern and included an explanatory paragraph in their opinion on our audited consolidated financial statements for the period from October 28, 2019 (inception) to December 31, 2019, that states that there is a substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. We generated net losses and had cash used in operations of $5,619 and $0, respectively, for the period from October 28, 2019 (inception) to December 31, 2019. At December 31, 2019, we had a working capital deficit, shareholder’s deficit and accumulated deficit of $619, $619 and $5,619, respectively. These conditions raise substantial doubt about our ability to continue as a going concern. No assurances can be given that we will generate sufficient revenue or obtain necessary financing to continue as a going concern. No assurances can be given that we will achieve success in selling the Worthy II Bonds.
We are dependent on advances from our parent company and the funds to be raised in this offering in order to be able to implement our business plan.
Until sufficient proceeds have been received by us from the sale of Worthy II Bonds in this offering we will rely on advances from our parent as to which we have no assurances. WFI is not obligated to provide advances to us and there are no assurances that we will be successful in raising proceeds in this offering. If we do not raise sufficient funds in this offering or if our parent declines to make advances to us, we will not be able to implement our business plan, or may have to cease operations altogether.
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If we do not raise sufficient funds in this offering or if our parent company declines to make advances to us we won’t be able to implement our business plan.
We have not generated any revenues and we are dependent on the proceeds from this offering to provide funds to implement our business model. Given the uncertainty of the amount of Worthy II Bonds that we will sell makes it difficult to predict our planned operations. Until sufficient proceeds have been received by us from the sale of Worthy II Bonds we will rely on advances from our parent as to which we have no assurances. WFI is not obligated to provide advances to us and there are no assurances that we will be successful in raising proceeds in this offering. If we do not raise sufficient funds in this offering or if our parent company declines to make advances to us we won’t be able to implement our business plan.
We have no operating history in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
We have no operating history in an evolving industry that may not develop as expected. Assessing our business and future prospects is challenging in light of the risks and difficulties we may encounter. These risks and difficulties include our ability to:
| ● | increase the number and total volume of loans and other credit products extended to borrowers; | |
| ● | improve the terms on which loans are made to borrowers as our business becomes more efficient; | |
| ● | increase the effectiveness of our direct marketing and lead generation through referral sources; | |
| ● | favorably compete with other companies that are currently in, or may in the future enter, the business of lending to small businesses; | |
| ● | successfully navigate economic conditions and fluctuations in the credit market; and | |
| ● | effectively manage the growth of our business. |
We may not be able to successfully address these risks and difficulties, which could harm our business and cause our operating results to suffer.
If the information provided by borrowers is incorrect or fraudulent, we may misjudge a customer’s qualification to receive a loan, and our operating results may be harmed.
Our loan participation or loan decisions are based partly on information provided to us by loan applicants. To the extent that these applicants provide information to us in a manner that we are unable to verify, we may not be able to accurately assess the associated risk. In addition, data provided by third-party sources is a significant component of our underwriting process, and this data may contain inaccuracies. Inaccurate analysis of credit data that could result from false loan application information could harm our reputation, business, and operating results.
Our risk management efforts may not be effective.
We could incur substantial losses, and our business operations could be disrupted if we are unable to effectively identify, manage, monitor, and mitigate financial risks, such as credit risk, interest rate risk, liquidity risk, and other market-related risk, as well as operational risks related to our business, assets, and liabilities. To the extent our models used to assess the creditworthiness of potential borrowers do not adequately identify potential risks, the risk profile of such borrowers could be higher than anticipated. Our risk management policies, procedures, and techniques may not be sufficient to identify all of the risks we are exposed to, mitigate the risks that we have identified, or identify concentrations of risk or additional risks to which we may become subject in the future.
We will rely on various referral sources and other borrower lead generation sources, including lending platforms.
Unlike banks and other larger competitors with significant resources, we intend to rely on our smaller-scale marketing efforts, affinity groups, partners, and loan referral services to acquire borrowers. We do not have exclusive rights to referral services, and we cannot control which loans or the volume of loans we are sent. In addition, our competitors may enter into exclusive or reciprocal arrangements with their own referral services, which might significantly reduce the number of borrowers we are referred. Any significant reduction in borrower referrals could have an adverse impact on our loan volume, which will have a correspondingly adverse impact on our operations and our company.
Our loans may be unsecured obligations of our borrowers.
We believe that some of our loans may be unsecured obligations of the borrowers. This means that, for those loans, we will not be able to foreclose on any assets of our borrowers in the event that they default. This limits our recourse in the event of a default. We may also attract borrowers who have fewer assets and may be engaged in less developed businesses than our peers. If we are unable to access collateral on our loans that default, our results of operations may be adversely impacted.
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A significant disruption in our computer systems or a cybersecurity breach could adversely affect our operations.
We rely extensively on our computer systems to manage our loan origination and other processes. Our systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, cyber security breaches, vandalism, severe weather conditions, catastrophic events and human error, and our disaster recovery planning cannot account for all eventualities. If our systems are damaged, fail to function properly or otherwise become unavailable, we may incur substantial costs to repair or replace them, and may experience loss of critical data and interruptions or delays in our ability to perform critical functions, which could adversely affect our business and results of operations. Any compromise of our security could also result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, loss or misuse of the information and a loss of confidence in our security measures, which could harm our business.
Our ability to protect the confidential information of our borrowers and investors may be adversely affected by cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions.
We process certain sensitive data from our borrowers and investors. While we have taken steps to protect confidential information that we receive or have access to, our security measures could be breached. Any accidental or willful security breaches or other unauthorized access to our systems could cause confidential borrower and investor information to be stolen and used for criminal purposes. Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our software are exposed and exploited, our relationships with borrowers and investors could be severely damaged, and we could incur significant liability.
Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, federal regulators and many federal and state laws and regulations require companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach are costly to implement and often lead to widespread negative publicity, which may cause borrowers and investors to lose confidence in the effectiveness of our data security measures. Any security breach, whether actual or perceived, would harm our reputation, we could lose borrowers and investors and our business and operations could be adversely affected.
Any significant disruption in service on our platform or in our computer systems, including events beyond our control, could prevent us from processing or posting payments on loans, reduce the attractiveness of our marketplace and result in a loss of borrowers or investors.
In the event of a system outage and physical data loss, our ability to perform our servicing obligations, process applications or make loans available would be materially and adversely affected. The satisfactory performance, reliability and availability of our technology are critical to our operations, customer service, reputation and our ability to attract new and retain existing borrowers and investors.
Any interruptions or delays in our service, whether as a result of third-party error, our error, natural disasters or security breaches, whether accidental or willful, could harm our relationships with our borrowers and investors and our reputation. Additionally, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. Our disaster recovery plan has not been tested under actual disaster conditions, and we may not have sufficient capacity to recover all data and services in the event of an outage. These factors could prevent us from processing or posting payments on the loans, damage our brand and reputation, divert our employees’ attention, reduce our revenue, subject us to liability and cause borrowers and investors to abandon our marketplace, any of which could adversely affect our business, financial condition and results of operations.
We contract with third parties to provide services related to our online web lending and marketing, as well as systems that automate the servicing of our loan portfolios. While there are material cybersecurity risks associated with these services, we require that our vendors provide industry-leading encryption, strong access control policies, Statement on Standards for Attestation Engagements (SSAE) 16 audited data centers, systematic methods for testing risks and uncovering vulnerabilities, and industry compliance audits to ensure data and assets are protected. To date, we have not experienced any cyber incidents that were material, either individually or in the aggregate.
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If our estimates of loan receivable losses are not adequate to absorb actual losses, our provision for loan receivable losses would increase, which would adversely affect our results of operations.
We maintain an allowance for loans receivable losses. To estimate the appropriate level of allowance for loan receivable losses, we consider known and relevant internal and external factors that affect loan receivable collectability, including the total amount of loan receivables outstanding, historical loan receivable charge-offs, our current collection patterns, and economic trends. If customer behavior changes as a result of economic conditions and if we are unable to predict how the unemployment rate, housing foreclosures, and general economic uncertainty may affect our allowance for loan receivable losses, our provision may be inadequate. Our allowance for loan receivable losses is an estimate, and if actual loan receivable losses are materially greater than our allowance for loan receivable losses, our financial position, liquidity, and results of operations could be adversely affected.
We will face increasing competition and, if we do not compete effectively, our operating results could be harmed.
We compete with other companies that lend to small businesses. These companies include traditional banks, merchant cash advance providers, and newer, technology-enabled lenders. In addition, other technology companies that lend primarily to individual consumers, such as Lending Club and Prosper Marketplace, have already begun to focus, or may in the future focus, their efforts on lending to small businesses. If we are not able to compete effectively with our competitors, our operating results could be harmed.
Many of our competitors have significantly more resources and greater brand recognition than we do and may be able to attract borrowers more effectively than we do.
When new competitors seek to enter one of our markets, or when existing market participants seek to increase their market share, they sometimes undercut the pricing and/or credit terms prevalent in that market, which could adversely affect our market share or ability to explore new market opportunities. Our pricing and credit terms could deteriorate if we act to meet these competitive challenges. Further, to the extent that the fees we pay to our strategic partners and borrower referral sources are not competitive with those paid by our competitors, whether on new loans or renewals or both, these partners and sources may choose to direct their business elsewhere. All of the foregoing could adversely affect our business, results of operations, financial condition, and future growth.
The collection, processing, storage, use, and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, or differing views of personal privacy rights.
We receive, collect, process, transmit, store, and use a large volume of personally identifiable information and other sensitive data from borrowers and purchasers of the Worthy II Bonds and services. There are federal, state, and foreign laws regarding privacy, recording telephone calls, and the storing, sharing, use, disclosure, and protection of personally identifiable information and sensitive data. Specifically, personally identifiable information is increasingly subject to legislation and regulations to protect the privacy of personal information that is collected, processed, and transmitted. Any violations of these laws and regulations may require us to change our business practices or operational structure, address legal claims, and sustain monetary penalties, or other harms to our business.
The regulatory framework for privacy issues in the United States and internationally is constantly evolving and is likely to remain uncertain for the foreseeable future. The interpretation and application of such laws is often uncertain, and such laws may be interpreted and applied in a manner inconsistent with other binding laws or with our current policies and practices. If either we or our third-party service providers are unable to address any privacy concerns, even if unfounded, or to comply with applicable laws and regulations, it could result in additional costs and liability, damage our reputation, and harm our business.
We are reliant on the efforts of Sally Outlaw and Alan Jacobs.
We rely on our management team and need additional key personnel to grow our business, and the loss of key employees or inability to hire key personnel could harm our business. We believe our success has depended, and continues to depend, on the efforts and talents of our executive officers, Sally Outlaw and Alan Jacobs. Ms. Outlaw and/or Mr. Jacobs have expertise that could not be easily replaced if we were to lose any or all of their services.
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The nature of our business may subject us to regulation as an investment company pursuant to the Investment Company Act of 1940.
We believe that we fall within the exception of an investment company provided by Section 3(c)(5)(A) and/or Section 3(c)(5)(B) of the Investment Company Act of 1940. Section 3(c)(5)(A) provides an exemption for a company that is primarily engaged in purchasing or otherwise acquiring notes representing part or all of the sales price of merchandise and/or services. Section 3(c)(5)(B) provides an exemption for a company that is primarily engaged in making loans to manufacturers, wholesalers and retailers of and to prospective purchasers of specified merchandise and/or services. If for any reason we fail to meet the requirements of the exemptions provided by Section 3(c)(5)(A) or 3(c)(5)(B) we will be required to register as an investment company, which could materially and adversely affect our proposed plan of business.
Compliance with Regulation A and reporting to the SEC could be costly.
Compliance with Regulation A could be costly and requires legal and accounting expertise. After qualifying this Form 1-A, we will be required to file an annual report on Form 1-K, a semiannual report on Form 1-SA, and current reports on Form 1-U.
Our legal and financial staff may need to be increased in order to comply with Regulation A. Compliance with Regulation A will also require greater expenditures on outside counsel, outside auditors, and financial printers in order to remain in compliance. Failure to remain in compliance with Regulation A may subject us to sanctions, penalties, and reputational damage and would adversely affect our results of operations.
We will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. Therefore, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies,” and our investors could receive less information than they might expect to receive from exchange traded public companies.
We will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for “emerging growth companies” under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semiannual reports are due within 90 calendar days after the end of the first six months of the issuer’s fiscal year. Therefore, our investors could receive less information than they might expect to receive from exchange traded public companies.
Our lack of operating history makes it difficult for you to evaluate this investment.
We are a recently formed entity with no operating history and may not be able to successfully operate our business or achieve our investment objectives. We may not be able to conduct our business as described in our plan of operation.
We are subject to the risk of fluctuating interests rates, which could harm our planned business operations.
We expect to generate net income from the difference between the interest rates we charge borrowers or otherwise make from our permissible investments, including loan origination fees paid by borrowers, and the interest we will pay to the holders of Worthy II Bonds. Due to fluctuations in interest rates, we may not be able to charge borrower’s an interest rate sufficient for us to generate income, which could harm our planned business operations
Risks Related to Worthy II Bonds and this Offering
The characteristics of the Worthy II Bonds, including maturity, interest rate, lack of collateral security or guarantee, and lack of liquidity, may not satisfy your investment objectives.
The Worthy II Bonds may not be a suitable investment for you, and we advise you to consult your investment, tax and other professional financial advisors prior to purchasing Worthy II Bonds. The characteristics of the notes, including maturity, interest rate, lack of collateral security or guarantee, and lack of liquidity, may not satisfy your investment objectives. The Worthy II Bonds may not be a suitable investment for you based on your ability to withstand a loss of interest or principal or other aspects of your financial situation, including your income, net worth, financial needs, investment risk profile, return objectives, investment experience and other factors. Prior to purchasing any Worthy II Bonds, you should consider your investment allocation with respect to the amount of your contemplated investment in the Worthy II Bonds in relation to your other investment holdings and the diversity of those holdings.
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Holders of Worthy II Bonds are exposed to the credit risk of our company.
Worthy II Bonds are our full and unconditional obligations. If we are unable to make payments required by the terms of the notes, you will have an unsecured claim against us. Worthy II Bonds are therefore subject to non-payment by us in the event of our bankruptcy or insolvency. In an insolvency proceeding, there can be no assurances that you will recover any remaining funds. Moreover, your claim may be subordinate to that of any senior creditors and any secured creditors to the extent of the value of their security.
The Worthy II Bonds are unsecured obligations.
The Worthy II Bonds do not represent an ownership interest in any specific Worthy loans, their proceeds, or their assets. The Worthy II Bonds are unsecured general obligations of Worthy only and not any Worthy borrower. The Worthy II Bonds will be general unsecured obligations, and will rank equally with all of our other unsecured debt unless such debt is senior to or subordinate to the Worthy II Bonds by their terms. We may issue secured debt in our sole discretion without notice to or consent from the holders of Worthy II Bonds. Therefore as unsecured obligations, there is no security to be provided to the holders of the Worthy II Bonds.
There is no public market for Worthy II Bonds, and none is expected to develop.
Worthy II Bonds are newly issued securities. Although under Regulation A the securities are not restricted, Worthy II Bonds are still highly illiquid securities. No public market has developed nor is expected to develop for Worthy II Bonds, and we do not intend to list Worthy II Bonds on a national securities exchange or interdealer quotational system. You should be prepared to hold your Worthy II Bonds through their maturity dates as Worthy II Bonds are expected to be highly illiquid investments.
Holders of the Worthy II Bonds will have no voting rights.
Holders of the Worthy II Bonds will have no voting rights and therefore will have no ability to control the Company. The Worthy II Bonds do not carry any voting rights and therefore the holders of the Worthy II Bonds will not be able to vote on any matters regarding the operation of the Company. As a bondholder purchasers in this offering will have no right to vote upon or receive notice of any corporate actions we may undertake which you might otherwise have if you owned equity in our Company.
There is a risk that the Worthy Website will not be able to handle a large amount of investors subscribing to this offering.
Although the Worthy Website has been designed to handle numerous purchase orders and prospective investors, we cannot predict the response of the Worthy Website to any particular issuance of Worthy II Bonds pursuant to this offering circular. You should be aware that if a large number of investors try to access the Worthy Website at the same time and submit their purchase orders simultaneously, there may be a delay in receiving and/or processing your purchase order. You should also be aware that general communications and internet delays or failures unrelated to the Worthy Website, as well as website capacity limits or failures may prevent purchase orders from being received on a timely basis by the Worthy Website. We cannot guarantee you that any of your submitted purchase orders will be received, processed and accepted during the offering process.
There is a risk that the Worthy Website and the Worthy APP may be hacked.
We receive, collect, process, transmit, store, and use a large volume of personally identifiable information and other sensitive data from borrowers and purchasers of the Worthy II Bonds and services on the Worthy Website and the Worthy App. There is a risk that the Worthy Website and the Worthy APP may be hacked. Worthy II Bonds will be issued by computer-generated program on our website and electronically signed by us in favor of the investor. The Worthy II Bonds will be stored by us and will remain in our custody for ease of administration. In today’s environment, cyberattacks are perpetrated by identity thieves, unscrupulous contractors and vendors, malicious employees, business competitors, prospective insider traders and market manipulators, so-called “hacktivists,” terrorists, state-sponsored actors and others. Many companies that utilize technology in the business operations, such as ours are subject to the risk that they may be hacked. Even the most diligent cybersecurity efforts will not address all cyber risks that the Company faces. We cannot assure you that we’ll be able to prevent any such hacks by third parties, and if we experience these hacks, the effects would case an adverse effect on our business operations and will jeopardize the privacy of our users date, and can lead to us having to cease operations altogether.
The Worthy II Bond Holders may be subject to third party fees.
Worthy II Bond investors are not charged a servicing fee for their investment, but you may be charged a transaction fee if your method of payment requires us to incur an expense. Other financial intermediaries, however, if engaged by you, may charge you commissions or fees.
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The Worthy II Bond Holders may be subject to a servicing fee upon transfer.
The Worthy II Bonds are transferable except a servicing fee of up to 1% may be charged for the transfer of Worthy II Bonds to third parties, which charge would only be made against accrued interest.
Because the Worthy II Bonds will have no sinking fund, insurance, or guarantee, you could lose all or a part of your investment if we do not have enough cash to pay.
There is no sinking fund, insurance or guarantee of our obligation to make payments on the Worthy II Bonds. We will not contribute funds to a separate account, commonly known as a sinking fund, to make interest or principal payments on the Worthy II Bonds. The Worthy II Bonds are not certificates of deposit or similar obligations of, and are not guaranteed or insured by, any depository institution, the Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation, or any other governmental or private fund or entity. Therefore, if you invest in the Worthy II Bonds, you will have to rely only on our cash flow from operations and other sources of funds for repayment of principal at maturity or redemption and for payment of interest when due. If our cash flow from operations and other sources of funds are not sufficient to pay any amounts owed under the Worthy II Bonds, then you may lose all or part of your investment.
By purchasing Worthy II Bonds in this Offering, you are bound by the arbitration provisions contained in our Investor Purchase Agreement to be used for subscriptions in this offering which limits your ability to bring class action lawsuits or seek remedies on a class basis.
By purchasing shares in this Offering, investors agree to be bound by the arbitration provisions contained in Section 13 of our Investor Purchase Agreement to be used for subscriptions on this offering which provides that arbitration or small claims court are the exclusive means for resolving disputes against the Company. Section 13 also waives a right to a trial by jury for each the Company and the subscribing investor. All Arbitration shall take place in Palm Beach County, Florida, within the U.S. Southern District of Florida, or in such location as agreed upon by the parties. In the event that the Company were to invoke the arbitration clause, the rights of the adverse bond holder to seek redress in court would be severely limited. These restrictions on the ability to bring a class action lawsuit may result in increased costs and/or reduced remedies, to individual investors who wish to pursue claims against the Company. Any investor can choose to opt out of the terms of the arbitration provision in accordance with the terms of the Investor Purchase Agreement.
If we sell all $50 million of Worthy II Bonds offered hereby, we estimate we will receive net proceeds from this offering of approximately $49,900,000, after deducting the estimated offering expenses payable by us including our legal fees, accounting fees, financial printing costs, SEC filing fees, EDGAR fees, and other expenses of this offering which we estimate to be $100,000. We intend to use (i) approximately 75% of the net proceeds from this offering providing loans for small businesses including loans to manufacturers, wholesalers, and retailers secured by inventory, accounts receivable and/or equipment and purchase order financing, to a lesser extent, we may also provide loans to other borrowers, acquire equity interests in real estate, make fixed income and/or equity investments, provide factoring financing and make other types of loans and investments provided the amount and nature of such activities does not cause us to lose our exemption from regulations as an investment company pursuant to the 40 Act, and (ii) approximately 5% of the proceeds for general corporate purposes, including the costs of this offering and amounts due under the Management Services Agreement with Worthy Management, Inc., or “Worthy Management.” We reserve the right however to change the estimated use of proceeds from this offering at any time so long as doing so does not result in the loss of our exemption from the 40 Act.
If all of the Worthy II Bonds are sold in this Offering on a “self-underwritten” basis through our officers and directors without utilizing broker-dealers to sell the Worthy II Bonds, we expect to receive net proceeds from this Offering of approximately $49,900,000. If all of the Worthy II Bonds are sold in this Offering through broker-dealers, we expect to receive net proceeds from this Offering in an amount equal to the gross proceeds in this Offering of approximately $49,900,000 minus estimated underwriting discounts and commissions to the broker-dealers.
However, we cannot guarantee that we will sell all of the Worthy II Bonds being offered by us. The following table summarizes how we anticipate using the gross proceeds of this Offering assuming the Worthy II Bonds are not sold in this Offering through broker-dealers, depending upon whether we sell 25%, 50%, 75%, or 100% (Maximum Offering Amount) of the Worthy II Bonds being offered in the Offering:
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| If 25% of Bonds Sold | If 50% of Bonds Sold | If 75% of Bonds Sold | If 100% of Bonds Sold | |||||||||||||
| Gross Proceeds | $ | 12,500,000 | $ | 25,000,000 | $ | 37,500,000 | $ | 50,000,000 | ||||||||
| Offering Expenses (Underwriting Discounts and Commissions to Placement Agent and other broker dealers) | $ | (0 | ) | $ | (0 | ) | $ | (0 | ) | $ | (0 | ) | ||||
| Net Proceeds | $ | 12,500,000 | $ | 25,000,000 | $ | 37,500,000 | $ | 50,000,000 | ||||||||
| Our intended use of the net proceeds is as follows: | ||||||||||||||||
| Fees for Qualification of Offering under Regulation A (includes legal, auditing, accounting, transfer agent, financial printer and other professional fees) | $ | (100,000 | ) | $ | (100,000 | ) | $ | (100,000 | ) | $ | (100,000 | ) | ||||
| Providing Loans to Small Businesses | (7,400,000 | ) | (14,900,000 | ) | (22,400,000 | ) | (29,900,000 | ) | ||||||||
| Providing Loans to Other Borrowers | (1,250,000 | ) | (2,500,000 | ) | (3,750,000 | ) | (5,000,000 | ) | ||||||||
| Acquiring Interests in Real Estate | (625,000 | ) | (1,250,000 | ) | (1,875,000 | ) | (2,500,000 | ) | ||||||||
| Make Investments | (2,500,000 | ) | (5,000,000 | ) | (7,500,000 | ) | (10,000,000 | ) | ||||||||
| Working Capital and General Corporate Purposes | (625,000 | ) | (1,250,000 | ) | (1,875,000 | ) | (2,500,000 | ) | ||||||||
| Total Use of Proceeds | $ | 12,500,000 | $ | 25,000,000 | $ | 37,500,000 | $ | 50,000,000 | ||||||||
Pending use of the net proceeds from this offering, we may invest in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this offering circular. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this offering circular. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. Our future operating results, however, are impossible to predict and no guaranty or warranty is to be inferred from those forward-looking statements.
Formation
We were incorporated under the laws of the State of Florida in October 2019. On October 28, 2019, we issued 100 shares of our $0.001 per share par value common stock to WFI in exchange for $5,000. WFI is the sole shareholder of the Company’s common stock. Our wholly owned subsidiary Worthy Lending II was organized under the laws of the State of Delaware in October 2019.
Plan of Operations
We are a newly organized company and since inception have worked on organizational and development matters. In January 2020, WFI has advanced funds to us to pay our operating expenses. We have not generated any revenues and we are dependent on the proceeds from this offering and advances from WFI to provide funds to implement our business model. We are accruing the compensation payable under the Management Services Agreement with Worthy Management, a wholly owned subsidiary of WFI, and will pay such compensation once we begin receiving proceeds from the sale of the Worthy II Bonds offered hereby; provided, however, that the actual timing of such payments will be made by our management in their sole discretion. See “Conflicts of Interest” appearing later in this offering circular.
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For the twelve months following the commencement of the offering, we will seek to sell our Worthy II Bonds and invest the proceeds in asset based business loans and other permissible activities described elsewhere herein. As part of our selling and marketing efforts, we will meet with groups whose employees may be potential purchasers of our Worthy II Bonds. Given the uncertainty of the amount of Worthy II Bonds that we will sell makes it difficult to provide a plan of operations in greater detail. Until sufficient proceeds have been received by us from the sale of Worthy II Bonds we will rely on advances from our parent as to which we have no assurances.
Liquidity and capital resources
At December 31, 2019 we had cash on hand of $5,000 and a working capital deficit of $619. We do not have any external sources of capital and are dependent upon advances from WFI to provide funds for our operations until we begin receiving proceeds from the sale of Worthy II Bonds in this offering. WFI, however, is under no obligation to advance us any funds.
In January of 2020, WFI contributed $25,000 of capital to the Company.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. We generated net losses and had cash used in operations of approximately $5,619 and $0, respectively, for the period from inception (October 28, 2019) to December 31, 2019. At December 31, 2019 we had a working capital deficit, shareholder’s deficit and accumulated deficit of $619, $619 and $5,619, respectively. These conditions raise substantial doubt about our ability to continue as a going concern.
We are dependent on advances from WFI and proceeds from this offering to provide capital for our operations. WFI is not obligated to provide advances to us and there are no assurances that we will be successful in raising proceeds in this offering. The consolidated financial statements do not include adjustments related to the recoverability and classifications of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.
Contingent Liabilities
We may be subject to lawsuits, investigations and claims (some of which may involve substantial dollar amounts) that can arise out of our normal business operations. We would continually assess the likelihood of any adverse judgments or outcomes to our contingencies, as well as potential amounts or ranges of probable losses, and recognize a liability, if any, for these contingencies based on a thorough analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Because most contingencies are resolved over long periods of time, liabilities may change in the future due to new developments (including new discovery of facts, changes in legislation and outcomes of similar cases through the judicial system), changes in assumptions or changes in our settlement strategy. There were no contingent liabilities as of December 31, 2019.
Income Taxes
Worthy II Bonds will receive interest income. At the end of the calendar year, investors with over $10 of realized interest will receive a form 1099-INT. These will need to be filed in accordance with the United States Tax Code. Investor’s tax situations will likely vary greatly and all tax and accounting questions should be directed towards a certified public accountant.
As of December 31, 2019, we had no federal and state income tax expense.
Significant Accounting Policies
Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies are fully described in Note 3 to our financial statements appearing elsewhere in this offering circular, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our financial statements.
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Our History
We were incorporated under the laws of the State of Florida in October 28, 2019. On October 28, 2019, we issued 100 shares of our $0.001 per share par value common stock in exchange for $5,000 to WFI. WFI is the sole shareholder of the Company’s common stock. Our wholly owned subsidiary, Worthy Lending II, through which we plan to operate our business, was organized as a limited liability company under the laws of the State of Delaware in October 28, 2019.
Background – the Worthy group of companies
We are a wholly owned subsidiary of WFI. WFI was organized in 2016 to create a “Worthy Community” in an effort to help members achieve financial wellness. WFI was initially targeting the millennials who are surpassing the baby boomers as the nation’s largest living generation and to develop the Worthy Fintech Platform. WFI’s management believes that the millennial demographic in large part has a basic distrust of old guard financial institutions, is burdened by student loans and other debt, changes employment frequently and is unable to save money and/or fund a retirement program. At the same time there are two rapidly growing trends – peer financing and robo investing.
WFI formed Worthy Peer I in 2016. Worthy Peer I’s business model is centered around providing loans for small businesses including loans to manufacturers, wholesalers, and retailers secured by inventory, accounts receivable and/or equipment and purchase order financing. To a lesser extent, Worthy Peer I may also provide loans to other borrowers, acquire equity interests in real estate, make fixed income and/or equity investments, provide factoring financing and other types of loans and investments, provided the amount and nature of such activities does not cause it to lose its exemption from regulations as an investment company pursuant to the 40 Act.
Following the qualification by the SEC of its offering statement on Form 1-A under SEC File No. 024-10766, in January 2018 Worthy Peer I began offering its Worthy Bonds in a Regulation A exempt offering.
In March 2018, WFI launched the Fintech Platform and Worthy App, a free mobile app which provides tools to help people easily invest including through “spare change” round ups. Round ups monetize debit card purchases, checking account linked credit card purchases and other checking account transactions by “rounding up” each purchase to the next higher dollar until the “round up” reaches $10.00 at which time the user can purchase a $10.00 Worthy Bond. As described below, we expect that the Worthy App will also permit purchasers of Worthy II Bonds to utilize it in the same way to purchase our bonds offered pursuant to this offering circular.
In August 2018 Worthy Peer I formed Worthy Lending, LLC, a Delaware limited liability company, or “Worthy Lending I,” as a wholly owned subsidiary. Worthy Lending I provides loan and investment origination and processing services for Worthy Peer I.
In September 2018 Worthy Peer I began deploying the capital it had raised through sales of its Worthy Bonds in accordance with its business model. From January 2018 through December 31, 2019, Worthy Peer I has sold approximately $27 million in Worthy Bonds, net of redemptions.
In October 2019 WFI began an internal reorganization to more efficiently utilize personnel at both WFI and Worthy Peer I, including Worthy Lending I. In October 2019 WFI formed Worthy Management, our company and our wholly-owned subsidiary Worthy Lending II. Under this structure, Worthy Management, a wholly owned subsidiary of WFI, will provide certain management services to us which are described later in this offering circular under “Management – Management Services Agreement with Worthy Management.”
Our business model
We are an early stage company, which, through our wholly owned subsidiary Worthy Lending II, plan to implement our business model. Our business model is centered around providing loans for small businesses including loans to manufacturers, wholesalers, and retailers secured by inventory, accounts receivable and/or equipment and purchase order financing. Inventory financing is a form of asset-based lending that allows retailers and wholesalers to use inventory as collateral to obtain a line of credit from us, and purchase order financing allows manufacturers and wholesalers to receive up to 100% of the funds needed to fill an order for specified merchandise when they are unable to do so on their own. To a lesser extent, we may also provide loans to other borrowers, acquire equity interests in real estate, make fixed income and/or equity investments, provide factoring financing and other types of loans and investments provided the amount and nature of such activities does not cause us to lose our exemption from regulations as an investment company pursuant to 40 Act. We will sell Worthy II Bonds in this offering to provide the capital for these activities.
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Our company’s mission is to help fuel American businesses. Proceeds from Worthy II Bonds sales will be loaned to growing companies who offer collateral such as inventory and accounts receivable to secure the funds.
The Worthy II Bonds:
| ● | are priced at $10.00 each; | |
| ● | represent a full and unconditional obligation of our company; | |
| ● | bear interest at 5% per annum; | |
| ● | have a three-year term, renewable at the option of the bond holder; | |
| ● | are redeemable at any time at the option of the holder; | |
| ● | are subject to a call by us at any time; | |
| ● | are not payment dependent on any underlying small business or other loan; and | |
| ● | are unsecured. |
For more information on the terms of Worthy II Bonds being offered, please see “Description of the Worthy II Bonds” beginning on page 26 of this offering circular.
The Company has not yet generated any revenue and has a no operating history. These conditions raise substantial doubt about the Company’s ability to continue as a going concern and our auditor raised substantial doubt about our ability to continue as a going concern in their audit report with respect to our audited consolidated financial statements for the period from October 28, 2019 (inception) to December 31, 2019. We expect to generate net income from the difference between the interest rates we charge borrowers or otherwise make from our permissible investments, including loan origination fees paid by borrowers, and the interest we will pay to the holders of Worthy II Bonds. We also expect to use up to 5% of the proceeds from sales of Worthy II Bonds to provide working capital for our company until such time as our revenues are sufficient to pay our operating expenses.
Until sufficient proceeds have been received by us from the sale of Worthy II Bonds in this offering we will rely on advances from our parent as to which we have no assurances. WFI is not obligated to provide advances to us and there are no assurances that we will be successful in raising proceeds in this offering. If we do not raise sufficient funds in this offering or if our parent declines to make advances to us, we will not be able to implement our business plan, or may have to cease operations altogether.
Worthy Fintech Platform
WFI has developed technology solutions, including the Worthy App and the Worthy Website, that facilitate the purchase of Worthy II Bonds and provide information on accounts of the Worthy Bond investors. We refer to these as the “Worthy Fintech Platform.” These solutions have been expanded to offer the same technology solutions to purchasers of our bonds. At the present time, access to the Worthy Fintech Platform will be provided to us at no cost. In the future, however, we may enter into a license agreement with WFI covering the use of the platform. The terms of such agreement, however, are unknown at this time.
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Worthy App
The Worthy App is designed to support the target market for our bonds which we believe is approximately 74 million millennials, who spend more than $600 billion a year. The Worthy App seeks to provide an easy way for our target market to micro invest including monetizing their debit card purchases, checking account linked credit card purchases and other checking account transactions by “rounding up” each purchase to the next higher dollar until the “round up” reaches $10.00 at which time the user can purchase a $10.00 Worthy Bond. The Worthy App is available via the web at worthybonds.com or for Apple iPhone users from the Apple Store and for Android phone users from Google Play.
Procedurally, Worthy App users download the application and simply link their bank account to the App. If engaging in the round-up feature, they connect their debit card or credit card to the App. Every time the user shops or completes any checking account transaction, the App automatically rounds up their purchase to the next dollar, tracks the spare change and then permits the user to use it to invest in the Worthy II Bonds. The user’s bank accounts are monitored and the money is transferred via ACH once the round up amounts reach $10.00. Users can also make one time or recurring purchases of Worthy II Bonds.
Worthy Website
The Worthy Website offers users the following features:
| ● | Available online directly from us. You can purchase Worthy II Bonds directly from us through the Worthy Website; | |
| ● | No purchase fees charged. We will not charge you any commission or fees to purchase Worthy II Bonds through the Worthy Website. However, other financial intermediaries, if engaged, may charge you commissions or fees; | |
| ● | Invest as little as $10. You will be able to build ownership in Worthy II Bonds over time by making purchases as low as $10; | |
| ● | Flexible, secure payment options. You may purchase Worthy II Bonds electronically or by wire transfer, and we will provide funding instructions; and | |
| ● | Manage your portfolio online. You can view your bond purchases, redemptions, interest payments and other transaction history online, as well as receive tax information and other reports. |
Following your initial purchase of Worthy II Bonds, you can elect to participate in our auto-invest program, or the “Auto-Invest Program,” on the Worthy Website and App. This program allows you to automatically invest in additional Worthy II Bonds on a reoccurring basis (e.g., daily, weekly or monthly) subject to an amount and investment parameters that you designate. Under the Auto-Invest Program, you may also elect to invest your interest payment(s) in the purchase of additional Worthy II Bonds whenever your interest reaches the $10.00 bond purchase threshold.
Marketing
Our Bonds will be marketed through our website, on-line information sources, social networks, and institutional (Colleges and universities, charities, trade associations and employer) sources of introduction and referral.
Worthy Causes
The Worthy Causes program helps non-profit organizations generate contributions from “smaller” donors via the spare change “round-up” tool on the Worthy App. Donors painlessly gather and donate funds by investing the “spare change” from their daily purchases throughout the year. We believe this program will offer the following advantages:
| ● | Painless giving, donors support their causes without altering their lifestyle; |
| ● | All giving is magnified by 5% interest; and |
| ● | Supporting causes and small businesses in the process. |
To participate in this program, the donor simply links a debit or credit card within the Worthy App and every time the card is used it rounds the transactions up to the next whole dollar (so, for instance, $1.57 is rounded-up to $2.00). Whenever the “rounded-up” spare change reaches $10.00, a purchase of our Worthy II Bonds is made. The bonds may then be donated to charitable causes, earning interest at 5% per year. In addition to, or instead of, our round-up program, donors can also simply buy a desired number of bonds and donate them to the cause of their choice or they can set a recurring monthly amount to invest making it an easy way to contribute.
Operations – Management Services Agreement with Worthy Management
On February 3, 2020 we entered into a Management Services Agreement with Worthy Management, an affiliate, the agreement is deemed operative beginning on January 1, 2020. Worthy Management was established in October 2019 as part of the internal reorganization of the operations of our parent, WFI. Prior to this operational restructure, our executive officers and other administrative personnel were employed by either WFI or by our sister company Worthy Peer I, and the personnel who provided the loan and investment generation and processing services for Worthy Peer I were employed by its subsidiary, Worthy Lending I. Once the determination was made to reorganize our company and our wholly-owned subsidiary, Worthy Lending II was formed by the WFI Board of Directors. This operational restructure was undertaken as a cost-sharing effort to more efficiently utilize personnel at both WFI and Worthy Peer I, including its wholly owned subsidiary Worthy Lending I, throughout the Worthy group of companies. As a result, once the operational restructure was complete effective January 1, 2020, our executive officers and the other personnel which provide services to us are all employed by Worthy Management. This personnel also provides services to WFI and Worthy Peer I, including its subsidiary, under similar arrangements to those described below.
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Under the terms of the Management Services Agreement, Worthy Management agreed to provide to the Company certain management services, personnel and office facilities, including all equipment and supplies, that are reasonable, necessary or useful for the day-to-day operations of the business of the Company, subject to such written direction provided by the Company to Worthy Management.
As compensation for the services to be provided under the Management Services Agreement, we agreed to pre-pay Worthy Management a fee on a monthly basis equal to the costs of Worthy Management incurred in providing the services to us under the Management Services Agreement.
Such fee will consist of both a to-be-determined portion of the annual salaries and employee benefits of our executive officers and the other personnel employed by Worthy Management based upon the amount of time they devote to us, as well as a pro-rata allocation of rent and other overhead expenses, and information technologies services. We have not yet determined the amount of this monthly management service fee.
There will be no additional fees under the Management Services Agreement.
The initial term of the Management Services Agreement will continue until December 31, 2024 and will automatically renew for successive one year terms. The Management Services Agreement can be terminated at any time upon 30 days’ prior written notice from one party to the other.
For additional information please see the Management Services Agreement, which is an exhibit to the offering statement of which this offering circular forms a part. See “Where You Can Find More Information” appearing later in this offering circular.
Employees
We do not have any full time employees. We are dependent upon the services provided under the Management Services Agreement with Worthy Management for our operations.
Legal Proceedings
From time to time, we may become party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. We are not currently a party, as plaintiff or defendant, nor are we aware of any threatened or pending legal proceedings, that we believe to be material or which, individually or in the aggregate, would be expected to have a material effect on our business, financial condition or results of operation if determined adversely to us.
Executive Offices
Worthy Management provides office space to us under the terms of the Management Services Agreement described above. As described therein, we will pay a to-be-determined portion of the total rent and overhead expenses associated with this office space. This amount has not been determined as of the date of this offering circular.
Competition
We compete with other companies that lend to small businesses. These companies include traditional banks, merchant cash advance providers, and newer, technology-enabled lenders. In addition, other technology companies that lend primarily to individual consumers, such as Lending Club and Prosper Marketplace, have already begun to focus, or may in the future focus, their efforts on lending to small businesses. We seek to, but may not be able to effectively compete with such competitors.
We believe we benefit from the following competitive strengths:
We are part of the Worthy Community. The Worthy App and websites (the “Worthy FinTech Platform”) are targeted to the millennials who are part of the fastest growing segment of our population. We believe that they have a basic distrust of traditional banking institutions yet they have a need to accumulate assets for retirement or otherwise. The Worthy FinTech Platform provides for a savings and investing alternative for the millennials.
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We are part of the fast-growing online lending industry. Alternative lenders often provide a more appealing financing option to small businesses as they are usually more flexible than larger financial institutions on loan repayment terms and often approve loans much faster than banks. For example, online “peer-to-peer” lending website uses technology to meet market demand where traditional bank and institutional financing has become more difficult to obtain. Lenders often have significant cost advantages over banks, including lower overhead and the absence of branch offices and extensive sales forces. These efficiencies often make it easier for nonbanks to originate loans to borrowers whose options online were traditionally limited to banks.
We focus on an underserved banking sector. Due to higher costs, we believe that banks cannot profitably serve the small business lending market for commercial loans below $500,000. Indeed, traditional banks have been exiting the small business loan market for over a decade. We believe our small business loan program enables us to profitably participate in loans at these levels.
Strategy
Our strategy is to expand our network of online information, social networking, and institutional, (colleges and universities, charities, trade organizations, and employer) sources of introductions and referrals to our targeted users.
No Public Market
Although under Regulation A the Worthy II Bonds are not restricted, Worthy II Bonds are still highly illiquid securities. No public market has developed nor is expected to develop for Worthy II Bonds, and we do not intend to list Worthy II Bonds on a national securities exchange or interdealer quotational system. You should be prepared to hold your Worthy II Bonds through their maturity dates as Worthy II Bonds are expected to be highly illiquid investments.
The following reflects the current organization structure of the Company:
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Directors and Executive Officers
The following table provides information on our current executive officers and directors:
| Name | Age | Positions | ||
| Sally Outlaw | 57 | President, Chief Executive Officer and director | ||
| Alan Jacobs | 78 | Executive Vice President, Chief Operating Officer and director | ||
| Joseph D’Arelli | 50 | Senior Vice President and Chief Financial Officer | ||
| Jungkun (“Jang”) Centofanti | 52 | Senior Vice President, Chief Administrative Officer and Secretary |
Sally Outlaw has served as our President, Chief Executive Officer and a member of our Board of Directors since our inception in October 2019. Since 2016, she has served as Chief Executive Officer of WFI where she engages in defining long term strategy, product development and implementing the company vision. Since June 2016 she has served as Chief Executive Officer and a member of the Board of Directors of Worthy Peer I where she engages in product development, customer acquisition and managing the team, and since October 2019 she has served as President, Chief Executive Officer and a member of the Board of Directors of Worthy Management. From October 2010 to December 2015 she was the president of Peerbackers LLC, which engaged in all aspects of crowd funding and provides services to help clients navigate the world of crowd finance including the capital and investment opportunities offered through The JOBS ACT. Ms. Outlaw is also president and CEO of Peerbackers Advisory LLC, an SEC-registered investment advisor and a wholly owned subsidiary of WFI. Ms. Outlaw received her B.A. in Communications and Media Studies from the University of Minnesota in 1984 and holds a Series 65 license as a Registered Investment Advisor. Ms. Outlaw brings knowledge and experience in the financial industry, which we believe will be of great value to our Company.
Alan Jacobs has served as our Executive Vice President, Chief Operating Officer and a member of our Board of Directors since inception in October 2019. He also serves as President of our Worthy Lending II subsidiary. Since 2016, he has served as an executive officer and member of the Board of Directors of WFI. Since June 2016 he has served as Executive Vice President, Chief Operating Officer and a member of the Board of Directors of Worthy Peer I and serves as President of Worthy Lending. Since October 2019 he has served as Executive Vice President, Chief Operating Officer and a member of the Board of Directors of Worthy Management. For more than the past five years he has been engaged as a business consultant for various early stage companies. From 2016 to 2018 Mr. Jacobs was the Founder and President of CorpFin Management Group where he was focused on business development, strategic planning and corporate management. From September 2014 to December 2015, Mr. Jacobs was associated with ViewTrade Securities, a FINRA registered broker-dealer where he was focused on advisory and corporate services. Prior to that time and for more than 30 years, Mr. Jacobs was associated with several FINRA registered broker-dealers including Ladenburg Thalman, Josephthal & Company, and Capital Growth Securities. Mr. Jacobs received his bachelor’s degree from Franklin and Marshall College in 1963 and law degree from Columbia University in 1966. He was also president of Wheelchair Fitness Inc. and director of business development of SSTI, Inc. from 2015 to 2018. Mr. Jacobs brings knowledge and experience in the financial industry, which we believe will be of great value to our Company,
Joseph D’Arelli has served as our Senior Vice President and Chief Financial Officer since inception in October 2019. He also serves as a Senior Vice President of our Worthy Lending II subsidiary. Since August 2018 Mr. D’Arelli has served as Worthy Lending’s Executive Vice President and Chief Operating Officer, and since October 2019 he has served as Senior Vice President and Chief Financial Officer of Worthy Management. Mr. D’Arelli has over 25 years of experience in public accounting, including partnership and senior management positions, and he has extensive experience in auditing public and private companies in such industries as waste management, financial services; broker/dealers; distribution and technology companies, which we believe will be of great value to our Company. From June 2018 until joining Worthy Lending, Mr. D’Arelli was self-employed, providing business advisory and accounting consulting services. From November 2016 until June 2018, Mr. D’Arelli was employed by Attis Industries, Inc. (Nasdaq: ATIS) serving as Chief Financial Officer (November 2016 until April 2017) and SEC Compliance Director (April 2017 until June 2018). From October 2012 until May 2016 he was a partner/shareholder at D’Arelli Pruzansky, P.A., formerly a PCAOB registered accounting firm (the firm voluntarily withdrew as a member of the PCAOB. On March 29, 2018). He continues his affiliations with the American Institute of Certified Public Accountants (AICPA), New York State Society of Certified Public Accountants (NYSSCPA), Florida Institute of Certified Public Accountants (FICPA), and is a Certified Public Accountant in the state of Florida. Mr. D’Arelli received a Bachelor’s Degree in Accounting from St. John’s University in 1992.
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Jungkun (“Jang”) Centofanti has served as our Senior Vice President, Chief Administrative Officer and Secretary since inception in October 2019. She is also Senior Vice President and Chief Administrative Officer of Worthy Lending II. Since January 2017 she has served as Vice President of Operations of our parent, WFI. Since August 2018 she has served as Worthy Lending’s Senior Vice President and Chief Administrative Officer since August 2018, and since October 2019 she has served as Senior Vice President, Chief Administrative Officer and Secretary of Worthy Management. Ms. Centofanti has more than 25 years of operational and management experience, which we believe will be of great value to our Company. From September 2016 to July 2018 she was Senior Vice President of CorpFin Management Group, a South Florida-based business development and strategic planning company where she handled all aspects of administration, and from January 2017 to July 2018 she served as Vice President of Wheelchair Fitness Solution Inc. Prior to joining CorpFin Management Group, from 2011 to June 2015 she was Administrative and Customer Service Manager for DU20 Holistic Oasis, and from 2004 until 2010 she was Preschool Director for Hazel Crawford School, both South Florida-based companies. Ms. Centofanti received an Associate of Science in Fashion Marketing and Business from the Art Institute of Fort Lauderdale in 1989.
The term of office of each director is until the next annual election of directors and until a successor is elected and qualified or until the director’s earlier death, resignation or removal. Officers are appointed by the Board of Directors and serve at the discretion of the Board. There are no family relationships between any of the executive officers and directors.
Involvement in Certain Legal Proceedings
On September 30, 2016, the SEC issued an Order Instituting Cease-and-Desist Proceedings under Administrative Proceeding File No. 3-17605 pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (collectively, the “Order”) against D’Arelli Pruzansky, P.A. (the “Firm”), Joseph D’Arelli, CPA, and Mitchell Pruzansky, CPA (collectively, the “Respondents”). Respondents consented to the Order pursuant to Offers of Settlement, accepted by the SEC, pursuant to which Respondents neither admitted nor denied the findings in the Order. During a PCAOB inspection in July 2015, the Firm was informed that it had failed to comply with the SEC’s partner rotation requirements because Mr. D’Arelli and Mr. Pruzansky performed quarterly reviews after being the lead audit partner for five consecutive audits, with respect to two issuer audit clients. In August 2015, the Firm reviewed all of its engagements and self-reported instances of such rotation issues regarding additional issuer audit clients. Respondents were ordered to cease and desist from committing or causing any violations and any future violations of Sections 10A(j) and 13(a) of the Securities Exchange Act of 1934 and Rules 10A-2 and 13a-13 thereunder and to pay the SEC, jointly and severally, a civil penalty of $50,000.
Other than the foregoing, no executive officer, member of the board of directors or control person of our Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
We are subject to a number of conflicts of interest arising out of our relationship with WFI and its subsidiaries, including the following:
| ● | WFI is our parent company and our sole shareholder. WFI is also the sole shareholder of Worthy Management and Worthy Peer I. Accordingly, its executive officers and directors have fiduciary obligations to a number of entities; | |
| ● | Worthy Peer I’s business is similar to ours and we may be competing for borrowers with it; | |
| ● | our executive officers and directors are also executive officers and directors of Worthy Peer I and Worthy Management and they do not devote all of their time and efforts to our company; and | |
| ● | the terms of the Management Services Agreement with Worthy Management were not negotiated on an arms-length basis and the amounts to be charged thereunder will be determined by our executive officers and directors who are also executive officers and directors of Worthy Management in their sole discretion notwithstanding that they are executive officers and directors of both our Company and Worthy Management. |
There are no assurances that any conflicts which may arise will be resolved in our favor. In addition, as a bondholder you have no right to vote upon or receive notice of any corporate actions we may undertake which you might otherwise have if you owned equity in our company.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Our directors and executive officers will not be separately compensated by us. As described earlier in this offering statement under “Management – Management Services Agreement with Worthy Management,” we will pay a to-be-determined portion of the salaries and employee benefits of our executive officers based upon the amount of time they devote to our company. This amount has not been determined as of the date of this offering circular. Our directors will not receive additional compensation for their Board services. We do not expect that this management sharing arrangement will change in the foreseeable future.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
On February 3, 2020, we entered into a Management Services Agreement with Worthy Management, an affiliate. The Management Services Agreement is deemed operative beginning on January 1, 2020 and is described earlier in this offering statement. The terms of the Management Services Agreement with Worthy Management were not negotiated on an arms-length basis and the amounts to be charged will be determined by our executive officers and directors who are also executive officers and directors of Worthy Management, in their sole discretion notwithstanding that they are executive officers and directors of both our Company and Worthy Management. As compensation for the services to be provided under the Management Services Agreement, we agreed to pre-pay Worthy Management a fee on a monthly basis equal to the costs of Worthy Management incurred in providing the services to us under the Management Services Agreement. Such fee will consist of both a to-be-determined portion of the annual salaries and employee benefits of our executive officers and the other personnel employed by Worthy Management based upon the amount of time they devote to us, as well as a pro-rata allocation of rent and other overhead expenses, and information technologies services. We have not yet determined the amount of this monthly management service fee. There will be no additional fees under the Management Services Agreement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
At February 4, 2020, the Company had 100 shares of our common stock issued and outstanding which are held by WFI. The following table sets forth information regarding the beneficial ownership of WFI’s common stock by:
| ● | each person known by us to be the beneficial owner of more than 5% of its common stock; | |
| ● | each of its directors; | |
| ● | each of its named executive officers; and | |
| ● | WFI’s named executive officers and directors as a group. |
As of February 4, 2020, there are 1,299,030 shares of WFI’s common stock issued and outstanding. Unless specified below, the business address of each of WFI’s stockholders is c/o One Boca Commerce Center, 551 NW 77th Street, Suite 212, Boca Raton, Florida 33487. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of WFI’s common stock outstanding on that date and all shares of its common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of WFI’s common stock owned by them, except to the extent that power may be shared with a spouse.
| Common Stock | ||||||||
| Name and Address of Beneficial Owner | Shares | % | ||||||
| Sally Outlaw | 536,598 | 41. 3 | % | |||||
| Alan Jacobs | 274,371 | 21.1 | % | |||||
| Jungkun (“Jang”) Centofanti (1) | 50,400 | 3.8 | % | |||||
| Todd Lazenby (2) | 10,000 | * | ||||||
| Dara Albright (2) | 10,000 | * | ||||||
| Stefanie Crowe (2) | 10,000 | * | ||||||
| All WFI officers and directors as a group (six persons) (1)(2) | 891,369 | 68.6 | % | |||||
| Pohlman Living Trust (3) | 100,000 | 7.7 | % | |||||
| Jack W. Richards and Susan Richards | 190,356 | 14.7 | % | |||||
| (1) | Includes 26,600 shares issuable upon the exercise of vested stock options. |
| (2) | Non-executive member of WFI’s Board of Directors. |
| (3) | Dr. Randolph H. Pohlman holds voting and dispositive control over securities held of record by the trust. |
*Equal to or less than 1%.
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DESCRIPTION OF THE WORTHY II BONDS
General. We may offer Worthy II Bonds, with a total value of up to $50 million on a continuous basis, under this offering circular. The Worthy II Bonds will be offered in increments of $10.00. We will not issue more than $50 million of Worthy II Bonds pursuant to this offering circular in any 12-month period.
Maturity. The Worthy II Bonds will have a three-year term, renewable at the option of the bond holder.
Interest. Simple interest shall accrue on the Outstanding Principal Balance at the fixed interest rate of 5% per annum from the date that the purchase funds have cleared. Interest shall be computed on the basis of a year consisting of 360 days, with interest credited daily to the payee’s account consisting of the same daily amount regardless of the actual number of days in such month. Such calculations shall be made in the Company’s sole discretion. Upon credit of the interest to payee’s account, the interest shall be deemed paid in full.
Security; Ranking; Sinking Fund. The Worthy II Bonds will be general unsecured obligations, and will rank equally with all of our other unsecured debt unless such debt is senior to or subordinate to the Worthy II Bonds by their terms. We may issue secured debt in our sole discretion without notice to or consent from the holders of Worthy II Bonds. There is no sinking fund.
Fees. Worthy II Bond investors are not charged a servicing fee for their investment, but you may be charged a transaction fee if your method of payment requires us to incur an expense. Other financial intermediaries, however, if engaged by you, may charge you commissions or fees.
Form and Custody. Worthy II Bonds will be issued by computer-generated program on our website and electronically signed by us in favor of the investor. The Worthy II Bonds will be stored by us and will remain in our custody for ease of administration with a copy available in investor’s Bond account.
Transfer. The Worthy II Bonds are transferable except a servicing fee of up to 1% may be charged for the transfer of Worthy II Bonds to third parties, which charge would only be made against accrued interest.
Put by holder. Subject to a put by the holder at any time. Further, if the put is more than $50,000, the holder must give us 30 days prior written notice.
Call, Redemption and Prepayment Rights. Prior to the maturity date, each Worthy II Bond is callable, redeemable, and prepayable at any time by us at par value plus any accrued but unpaid interest up to but not including the date of prepayment.
Conversion or Exchange Rights. The Worthy II Bonds are not convertible or exchangeable into any other securities.
Events of Default. The following will be events of default under the Worthy II Bonds:
| ● | if we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or deferred; | |
| ● | if we fail to pay the principal, or premium, if any, when due whether by maturity or called for redemption; and | |
| ● | if we cease operations, file, or have an involuntary case filed against us, for bankruptcy, are insolvent or make a general assignment in favor of our creditors. |
The occurrence of an event of default of Worthy II Bonds may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default may constitute an event of default under certain of our other indebtedness outstanding from time to time.
Governing Law. Worthy II Bonds will be governed and construed in accordance with the laws of the State of Florida.
No Personal Liability of Directors, Officers, Employees and Shareholders. No incorporator, shareholder, employee, agent, officer, director, affiliate or subsidiary of ours will have any liability for any obligations of ours due to the issuance of any Worthy II Bonds.
Assets and Income from Operating Subsidiary. As Worthy Lending II is a wholly owned subsidiary of the Company, we expect that the loans and other assets of Worthy Lending II, and the returns from the operations of such loans and assets, will generally remain available to support and fund the payment obligations of the Company with respect to the Worthy II Bonds. While there is no formal security agreement in place with respect to these loans and other assets within Worthy Lending II (and while any current and future creditors of Worthy Lending II may also have recourse to the assets of the entity), as the Company is the sole member of Worthy Lending II we expect that the Company will retain the right at any time to cause the distribution of available funds from Worthy Lending II up to the Company so that the Company may meet such payment obligations.
The form of Worthy II Bond is filed as an exhibit to the offering statement of which this offering circular forms a part. See “Where You Can Obtain More Information” appearing later in this offering statement.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
We were organized under the laws of the State of Florida and are subject to the Florida Business Corporation Act, or the “FBCA.” Subject to the procedures and limitations stated therein Section 607.0831 of the FBCA provides that a director is not personally liable for monetary damages to the corporation or any person for any statement, vote, decision or failure to act, regarding corporate management or policy, by a director unless (a) the director breached or failed to perform his duties as a director and (b) the director’s breach of, or failure to perform, those duties constitutes: (i) a violation of criminal law, unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (ii) a transaction from which the director derived an improper personal benefit, either directly or indirectly; (iii) a circumstance under which the liability provisions of Section 607.0834 of the FBCA, relating to a director’s liability for voting in favor of or assenting to an unlawful distribution, are applicable; (iv) in a proceeding by, or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interest of the corporation, or willful misconduct; or (v) in a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton or willful disregard of human rights, safety or property.
Subject to the procedures and limitations stated therein, Section 607.0850(1) of the FBCA empowers a Florida corporation, such as us, to indemnify any person who was or is a party to any proceeding (other than any action by, or in the right of, the corporation), by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 607.0850(2) of the FBCA also empowers a Florida corporation, such as us, to indemnify any person who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
Pursuant to our Articles of Incorporation, to the fullest extent permitted by the FBCA, the Company shall indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that such person (i) is or was a director of the Company; (ii) is or was serving at the request of the Company as a director of another corporation, provided that such person is or was at the time a director of the Company or (ii) is or was serving at the request of the Company as an officer of another corporation, provided that such person is or was at the time a director of the Company or a director of such other corporation, serving at the request of the Company. Unless otherwise expressly prohibited by the FBCA, and except as otherwise provided in the previous sentence, the Board of Directors of the Company shall have the sole and exclusive discretion, on such terms and conditions as it shall determine, to indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit, or proceeding by reason of the fact such person is or was an officer, employee or agent of the Company as an officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
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Our Bylaws provide the Company with the power to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation), by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
Further, our Bylaws provide the Company with the power to indemnify any person, who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made under this subsection in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
Further, our Bylaws provide that to the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any proceeding referred to above or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection therewith.
Further, our Bylaws provide that any indemnification provided by the Company, unless pursuant to a determination by a court, shall be made by the Company only as authorized in the specific case upon determination that such indemnification is proper, to be made by the Board of Directors of the Company, by independent legal counsel or by shareholder vote.
The indemnification provided pursuant to Section 607.0850 of the FBCA, our articles of incorporation and our bylaws provide, are not exclusive, and the Company may, as applicable, provide additional indemnification.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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We are offering up to $50 million of our Worthy II Bonds pursuant to this offering circular. Worthy II Bonds being offered hereby will only be offered through the Worthy Website at www.worthybonds.com or through the Worthy App which may be downloaded for free from the Apple Store or from Google Play. This offering circular will be furnished to prospective investors before or at the time of all written offers and will be available for viewing on our website, as well as on the SEC’s website at www.sec.gov. Set forth below is the procedure for subscribing to purchase Worthy II Bonds:
Establishing a Worthy II Bonds Account on the Worthy Website
The first step to being able to purchase Worthy II Bonds is to set up an account, which we refer to as a “Worthy II Bonds Account.” In order to set up a Worthy II Bonds Account, you need to do the following:
| ● | if you are an individual, you will need to establish a Worthy II Bonds Account through the Worthy Website or App by registering and providing your name, email address, social security number, the type of account and other specified information; | |
| ● | if you are subscribing for the Worthy II Bonds as a corporation, limited liability company, partnership, or other entity, the entity will need to establish a Worthy II Bonds Account through the Worthy Website by registering and providing the name of the organization, the type of organization, email address, tax identification number, type of account and other specified information; and | |
| ● | in either case, you must agree to our terms of use and privacy policy which provide for the general terms and conditions of using the Worthy Website and other applicable terms and conditions. |
By subscribing for Worthy II Bonds, you will be consenting to receiving all notifications required by law or regulation or provided for by the Worthy Website electronically at your last electronic address you provided to us.
After you have successfully registered with the Worthy Website or App, you may view the Worthy II Bond offering circular and related documents. Please note that you are not obligated to submit a subscription for any Worthy II Bonds simply because you have registered on the Worthy Website.
If you have difficulty opening an account or otherwise using the Worthy Website, you may use the live help button on the website or the App to connect with a customer service representative. Customer service representatives will help you with technical issues related to your use of the Worthy Website. However, customer service representatives will not provide you with any investment advice, nor how much to invest in Worthy II Bonds, or the merits of investing or not investing in Worthy II Bonds.
Establishing an Account Using the Worthy App
Procedurally, Worthy App users register on the application via the worrthybonds.com website or via the mobile App, which may be downloaded for free from the Apple Store or from Google Play and simply link to their bank account. Whenever users want to buy a bond they click the “Buy Bonds” button to purchase. If they would like to purchase via their spare change round-ups they can also link a debit card or credit card to the App for this purpose. If the round-up feature is engaged, every time the user shops or completes any checking account transaction, the App automatically rounds up their purchase to the next dollar, tracks the spare change and then permits the user to use it to invest in the Worthy II Bonds. The user’s linked bank account is monitored and the money is transferred via ACH once the round up amounts reach $10.00. Users can make one time or recurring purchases of Worthy II Bonds.
Subscribing for Worthy II Bonds
Once you have opened a Worthy II Bond Account, in order for you to complete a subscription for Worthy II Bonds, you must first provide funds. We will instruct you on how to do so. You may then submit purchase orders by:
| ● | indicating the amount of Worthy II Bonds that you wish to purchase; | |
| ● | reviewing the applicable offering circular for Worthy II Bonds, including the Form of Bond; | |
| ● | submitting a subscription order by clicking the “Buy Bonds” button; and | |
| ● | reviewing the subscription to ensure accuracy, checking the box to confirm accuracy and confirming the subscription by clicking the confirmation button. |
You will not be able to subscribe for a Worthy II Bond unless you have completed all of the above steps.
Once you submit a subscription to the Worthy Website, your subscription will constitute an offer to purchase Worthy II Bonds. For purposes of the electronic order process at the Worthy Website, the time as maintained on the website will constitute the official time of a subscription.
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As part of these terms and conditions to subscribe to purchase Worthy II Bonds, you will be required to certify to us that:
| ● | you will have had the opportunity to view this offering circular and any offering circular supplement each time you purchase Worthy II Bonds; | |
| ● | if you are an individual investor, your subscription is submitted for and on behalf of your account; | |
| ● | if you are an organization, your subscription has been submitted by an officer or agent who is authorized to bind the organization; and | |
| ● | you have read the Worthy II Bonds Investment Agreement, meet the qualifications to subscribe for Worthy II Bonds and agree to be legally bound by the terms and conditions of the agreement. |
Your subscription and all other consents submitted through the Worthy Website are legal, valid and enforceable contracts. We are not providing any investment or tax advice to subscribers of Worthy II Bonds. We are not a broker dealer or investment adviser. The Worthy II Bonds may not be a suitable investment for you, even if you qualify to purchase Worthy II Bonds. Moreover, even if you qualify to purchase Worthy II Bonds and place a subscription, you may not receive an allocation of Worthy II Bonds for any number of reasons.
Minimum and Maximum Investment Amount
The minimum investment amount per subscriber in this offering is $10. There is no maximum investment amount per subscriber in this offering.
No Escrow
The proceeds of this offering will not be placed into an escrow account. We will offer our Worthy II Bonds on a best efforts basis. As there is no minimum offering amount, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.
Arbitration
By purchasing shares in this Offering, investors agree to be bound by the arbitration provisions contained in Section 13 of our Investor Purchase Agreement to be used for subscriptions on this offering which provides that arbitration or small claims court are the exclusive means for resolving disputes against the Company. Section 13 also waives a right to a trial by jury for each the Company and the subscribing investor. All Arbitration shall take place in Palm Beach County, Florida, within the U.S. Southern District of Florida, or in such location as agreed upon by the parties. In the event that the Company were to invoke the arbitration clause, the rights of the adverse bond holder to seek redress in court would be severely limited. These restrictions on the ability to bring a class action lawsuit may result in increased costs and/or reduced remedies, to individual investors who wish to pursue claims against the Company. Any investor can choose to opt out of the terms of the arbitration provision in accordance with the terms of the Investor Purchase Agreement.
State Law Exemption and Offerings to “Qualified Purchasers”
Our Worthy II Bonds are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act of 1933, which we refer to as the “Securities Act.”). As a Tier 2 offering pursuant to Regulation A under the Securities Act, this offering will be exempt from state “Blue Sky” law review, subject to certain state filing requirements and anti-fraud provisions, to the extent that the Worthy II Bonds offered hereby are offered and sold only to “qualified purchasers” or at a time when the Worthy II Bonds are listed on a national securities exchange. “Qualified purchasers” include:
| ● | “accredited investors” under Rule 501(a) of Regulation D of the Securities Act; and |
| ● | all other investors so long as their investment in Worthy II Bonds does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). |
Accordingly, we reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.
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Investment Amount Limitations
Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, you are encouraged to refer to www.investor.gov.
As a Tier 2, Regulation A offering, investors must comply with the 10% limitation to investment in the Offering. The only investor in this Offering exempt from this limitation is an “Accredited Investor,” as defined under Rule 501 of Regulation D. If you meet one of the following tests you should qualify as an Accredited Investor:
| (i) | You are a natural person who has had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year; |
| (ii) | You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase the Worthy II Bonds (please see below on how to calculate your net worth); |
| (iii) | You are an executive officer or general partner of the issuer or a manager or executive officer of the general partner of the issuer; |
| (iv) | You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the Worthy II Bonds, with total assets in excess of $5,000,000; |
| (v) | You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Exchange Act an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940, as amended, or the Investment Company Act, or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940; |
| (vi) | You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor; |
| (vii) | You are a trust with total assets in excess of $5,000,000, your purchase of Worthy II Bonds is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the Worthy II Bonds; or |
| (viii) | You are 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 assets in excess of $5,000,000. |
For the purposes of calculating your Net Worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Worthy II Bonds.
In order to purchase Worthy II Bonds and prior to the acceptance of any funds from an investor, an investor will be required to represent, to our satisfaction, that he or she is either an accredited investor or is in compliance with the 10% of net worth or annual income limitation on investment in this offering.
Offering Period and Expiration Date
The closing of the offering will occur on the earlier of (i) the date that subscriptions for the Worthy II Bonds offered hereby equal $50,000,000 or (ii) an earlier date determined by the Company in its sole discretion. We reserve the right to terminate this offering for any reason at any time.
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Worthy Website Operation
Although the Worthy Website and App has been designed to handle numerous purchase orders and prospective investors, we cannot predict the response of the Worthy Website to any particular issuance of Worthy II Bonds pursuant to this offering circular. You should be aware that if a large number of investors try to access the Worthy Website at the same time and submit their purchase orders simultaneously, there may be a delay in receiving and/or processing your purchase order. You should also be aware that general communications and internet delays or failures unrelated to the Worthy Website, as well as website capacity limits or failures may prevent purchase orders from being received on a timely basis by the Worthy Website. We cannot guarantee you that any of your submitted purchase orders will be received, processed and accepted during the offering process.
Orders will typically be processed by our payment processor within 4 to 5 business days following the order. You may not withdraw the amount of your purchase order, unless the purchase is withdrawn or cancelled. Once a purchase order is accepted and processed, it is irrevocable. Interest does not accrue until the purchase funds have cleared.
Prior to submitting a purchase order, you will be required to acknowledge receipt of the offering documents for the Worthy II Bonds that you wish to purchase. In the case of an entity investor, the prospective investor will be required to make representations regarding the authority of the signatory to enter into the agreement and make representations on behalf of the entity.
The minimum purchase order that you may submit to purchase Worthy II Bonds is $10, and subject to consideration there is no maximum purchase order that may be submitted, except for non-accredited investors, whose purchases will be subject to the following limits pursuant to SEC Rule 251(d)(2)(C):
| ● | natural non-accredited persons may only invest the greater of 10% of their annual income or net worth; and | |
| ● | non-natural non-accredited persons may invest up to 10% of the greater of their net assets or revenues for the most recently completed fiscal year. |
Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).
For the purposes of calculating your Net Worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Worthy II Bonds.
In order to purchase Worthy II Bonds and prior to the acceptance of any funds from an investor, an investor will be required to represent, to our satisfaction, that he or she is either an accredited investor or is in compliance with the 10% of net worth or annual income limitation on investment in this offering.
Tax and Legal Treatment
Worthy II Bonds will receive interest income. At the end of the calendar year, investors with over $10 of realized interest will receive a form 1099-INT. These will need to be filed in accordance with the United States Tax Code. Investor’s tax situations will likely vary greatly and all tax and accounting questions should be directed towards a certified public accountant.
Auto-Invest Program
Following the user’s initial purchase of Worthy II Bonds, they can elect to participate in our auto-invest program, or the “Auto-Invest Program,” which allows them to automatically invest in additional Worthy II Bonds on a recurring basis (e.g., daily, weekly or monthly) subject to an amount and investment parameters that they designate. Under the Auto-Invest Program, they may also elect to invest their accrued interest in the purchase of additional Worthy II Bonds.
If they elect to participate in the Auto-Invest Program, we will automatically place orders for Worthy II Bonds that match the amount and parameters they designate. Investors may affirmatively elect to participate or cancel their participation in the Auto-Invest Program by selecting “on” or “off” in their Worthy accounts. As part of affirmatively electing to participate in the Auto-Invest Program by selecting “on”, the investor will choose the frequency of such investor’s recurring investments (e.g., daily, weekly or monthly) and the amount of such recurring investment, or elect to use the cash interest payments an existing holder of Worthy II Bonds is otherwise entitled to receive to purchase additional Worthy II Bonds. In addition, the investor will choose which bank account from which the funds would be drawn for purposes of the Auto-Invest Program. Upon affirmatively electing to participate in the Auto-Invest Program, the investor will be asked to agree to the terms and conditions of the Worthy II Bond Investment Agreement. Upon each “auto-investment” being made, we will send a confirmatory email to the investor denoting the amount invested.
| 32 |
Holders of Worthy II Bonds will have access to current information regarding their Worthy II Bonds by viewing their account on the Worthy Website or App. Users can review, adjust, cancel, pause, or restart the Auto-Invest Program at any time by making the appropriate selection within their account or by contacting us.
We intend to treat any sales of Worthy II Bonds made pursuant to the Auto-Invest Program as sales chargeable against the aggregate total of offered securities pursuant to the offering circular and to include such sales when calculating the $50 million cap in offering proceeds raised under any qualified offering statement within a 12 month period in accordance with SEC Rule 251(a).
On December 19, 2019, we engaged Salberg & Company, P.A., as our independent registered public accounting firm. Salberg & Company, P.A., audited our financial statements for the period from October 28, 2019 (inception) through December 31, 2019, which have been included in this offering circular. Prior to engaging Salberg & Company, P.A., as our independent registered public accounting firm, we did not have an independent registered public accounting firm to audit our financial statements.
The validity of the securities offered by this offering circular will be passed upon for us by Anthony L.G., PLLC, 625 N. Flagler Drive, Ste, 600, West Palm Beach, Florida 33401.
Our consolidated balance sheets as of December 31, 2019 and the related consolidated statements of operations, shareholders’ deficit and cash flows for the period from October 28, 2019 (inception) through December 31, 2019 included in this offering circular have been audited by Salberg & Company, P.A., independent registered public accounting firm, as indicated in their report with respect thereto, and have been so included in reliance upon the report of such firm given on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed a Regulation A offering statement on Form 1-A with the SEC under the Securities Act with respect to the Worthy II Bonds to be sold in this offering. This offering circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement and exhibits and schedules to the offering statement. For further information with respect to our company and the Worthy II Bonds to be sold in this offering, reference is made to the offering statement, including the exhibits and schedules to the offering statement. Statements contained in this offering circular as to the contents of any contract is an exhibit to the offering statement, each statement is qualified in all respects by the exhibit to which the reference relates. The offering statement, including its exhibits and schedules, may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the offering statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov.
The offering statement is also available on the Worthy Website at www.worthybonds.com. After the completion of this Offering, you may access these materials at the foregoing website free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on the website is not a part of this offering circular and the inclusion of the website address in this offering circular is an inactive textual reference only.
Reporting Requirements under Tier II of Regulation A. Following this Tier II, Regulation A offering, we will be required to comply with certain ongoing disclosure requirements under Rule 257 of Regulation A. We will be required to file: an annual report with the SEC on Form 1-K; a semi-annual report with the SEC on Form 1-SA; current reports with the SEC on Form 1-U; and a notice under cover of Form 1-Z. The necessity to file current reports will be triggered by certain corporate events, similar to the ongoing reporting obligation faced by issuers under the Exchange Act, however the requirement to file a Form 1-U is expected to be triggered by significantly fewer corporate events than that of the Form 8-K. Such reports and other information will be available for inspection and copying at the public reference room and on the SEC’s website referred to above. Parts I & II of Form 1-Z will be filed by us if and when we decide to and are no longer obligated to file and provide annual reports pursuant to the requirements of Regulation A.
We will make annual filings on Form 1-K, which will be due by the end of July each year and will include audited financial statements for the previous fiscal year. We will make semi-annual filings on Form 1-SA, which will be due by December 31st each year, which will include unaudited financial statements for the six months ending September 30. We will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors or certain types of capital-raising. We will be required to keep making these reports unless we file a Form 1-Z to exit the reporting system, which we will only be able to do if we have less than 300 shareholders of record and have filed at least one Form 1-K.
We may supplement the information in this offering circular by filing a supplement with the SEC. You should read all the available information before investing.
| 33 |
WORTHY PEER CAPITAL II, INC.
| F-1 |
Report of Independent Registered Public Accounting Firm
To the Shareholder and the Board of Directors of:
Worthy Peer Capital II, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Worthy Peer Capital II, Inc. and Subsidiary (the “Company”) as of December 31, 2019, the related consolidated statements of operations, changes in shareholder’s equity (deficit), and cash flows for the period from October 28, 2019 (inception) through December 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2019, and the consolidated results of its operations and its cash flows for the period from October 28, 2019 (inception) through December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, to the consolidated financial statements, the Company has a net loss of $5,619 in 2019, and has a working capital deficit, shareholder’s deficit an accumulated deficit of $619, $619 and $5,619, respectively, at December 31, 2019. The Company has not yet generated any revenue and has a limited operating history. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plan in regard to these matters is also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
| /s/ Salberg & Company, P.A. | |
| SALBERG & COMPANY, P.A. | |
| We have served as the Company’s auditor since 2019. | |
| Boca Raton, Florida | |
| February 4, 2020 |
2295 NW Corporate Blvd., Suite 240 ● Boca Raton, FL 33431
Phone: (561) 995-8270 ● Toll Free: (866) CPA-8500 ● Fax: (561) 995-1920
www.salbergco.com ● info@salbergco.com
Member National Association of Certified Valuation Analysts ● Registered with the PCAOB
Member CPAConnect with Affiliated Offices Worldwide ● Member Center for Public Company Audit Firms
| F-2 |
WORTHY PEER CAPITAL II, INC. AND SUBSIDIARY
Consolidated Balance Sheet
December 31, 2019
| ASSETS | ||||
| Current Assets | ||||
| Cash | $ | 5,000 | ||
| Total Current Assets | 5,000 | |||
| TOTAL ASSETS | $ | 5,000 | ||
| LIABILITIES AND SHAREHOLDER’S DEFICIT | ||||
| Current Liabilities | ||||
| Accounts payable | $ | 5,619 | ||
| Total Current Liabilities | 5,619 | |||
| Total Liabilities | 5,619 | |||
| Commitments and contingencies (note 6) | - | |||
| Shareholder’s Deficit | ||||
| Common Stock, par value $0.001, and 100 shares authorized, and 100 shares issued and outstanding | - | |||
| Additional paid-in capital | 5,000 | |||
| Accumulated deficit | (5,619 | ) | ||
| Total Shareholder’s Deficit | (619 | ) | ||
| TOTAL LIABILITIES AND SHAREHOLDER’S DEFICIT | $ | 5,000 |
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
WORTHY PEER CAPITAL II, INC. AND SUBSIDIARY
Consolidated Statement of Operations
| For the Period from October 28, 2019 (Inception) Through December 31, 2019 | ||||
| Interest Income | ||||
| Total interest income | - | |||
| Interest expense | ||||
| Total interest expense | - | |||
| Net interest income | - | |||
| Non-Interest Income | ||||
| Total non-interest income | - | |||
| Non-Interest expenses | ||||
| General and administrative expenses | 5,619 | |||
| Total non-interest expenses | 5,619 | |||
| Loss Before Income Taxes | (5,619 | ) | ||
| Less Provision for Income Taxes | - | |||
| Net Loss | $ | (5,619 | ) | |
| Earnings per common share (basic and diluted): | ||||
| Net loss per common share | (56.19 | ) | ||
| Weighted average number of shares outstanding | 100 | |||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
WORTHY PEER CAPITAL II, INC. AND SUBSIDIARY
Consolidated Statements of Changes in Shareholder’s Deficit
For the Period from October 28, 2019 (Inception) Through December 31, 2019
| Common Shares | Common Stock, Par | Additional Paid in Capital | Accumulated Deficit | Total | ||||||||||||||||
| Balance at October 28, 2019 (Inception) | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
| Common shares issued for cash | 100 | - | 5,000 | - | 5,000 | |||||||||||||||
| Net loss | - | - | - | (5,619 | ) | (5,619 | ) | |||||||||||||
| Balance at December 31, 2019 | 100 | $ | - | $ | 5,000 | $ | (5,619 | ) | $ | (619 | ) | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
WORTHY PEER CAPITAL II, INC. AND SUBSIDIARY
Consolidated Statement of Cash Flows
For the Period from October 28, 2019 (Inception) Through December 31, 2019
| Cash flows from operating activities: | ||||
| Net loss | $ | (5,619 | ) | |
| Adjustments to reconcile net loss to net cash (used in) operating activities: | ||||
| Changes in working capital items: | ||||
| Increase in accounts payable | 5,619 | |||
| Net cash used in operating activities | - | |||
| Cash flows from investing activities | - | |||
| Cash flows from financing activities: | ||||
| Common shares issued for cash | 5,000 | |||
| Net cash provided by financing activities | 5,000 | |||
| Net change in cash | 5,000 | |||
| Cash at beginning of year | $ | - | ||
| Cash at end of year | $ | 5,000 | ||
| Supplemental Disclosures of Cash Flow Information: | ||||
| Cash paid for interest | $ | - | ||
| Cash paid for taxes | $ | - | ||
| Supplemental Non-Cash Investing and Financing Information | - |
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
WORTHY PEER CAPITAL II, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
For the Period from October 28, 2019 (Inception) Through December 31, 2019
NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS
Worthy Peer Capital II, Inc., a Florida corporation, (the “Company,” “WPC”, “we,” or “us”) was founded in October of 2019. Our fiscal year end will be March 31st. Also, in October 2019, the Company organized Worthy Lending II, LLC, a Delaware limited liability company, as a wholly owned subsidiary of Worthy Peer Capital II, Inc. This early stage company will primarily loan or participate in secured loans, primarily to small business borrowers. We offer our Worthy Bonds in $10.00 increments on a continuous basis directly through our Worthy Peer Capital II website. We also market and sell our Worthy Bonds directly to investors.
We are a wholly owned subsidiary of Worthy Financial, Inc. (“WFI”), or “Worthy Financial” which owns a mobile app (the “Worthy App”) that allows its users to round up their debit card and checking account linked credit card purchases and other checking account transactions and thereafter use the “round up” dollars in increments of $10.00 to purchase Worthy Bonds. The “users” may also use additional funds to purchase Worthy Bonds. WFI also owns the technology on the website. This technology is defined as the ‘Worthy Technology Platform.”
NOTE 2. GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not yet generated any revenue and has no operating history. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. During 2020, the Company began to incur losses, however, The Company is filing a Form 1-A Regulation A Offering Statement which allows the Company to raise capital.
No assurances can be given that the Company will achieve success, without seeking additional financing. There also can be no assurances that the Form 1-A will result in additional financing or that any additional financing if required, can be obtained, or obtained on reasonable terms acceptable to the Company. These consolidated financial statements do not include adjustments related to the recoverability and classifications of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation
The consolidated financial statements include the operations of the Company and its wholly-owned subsidiary, Worthy Lending II, LLC.
All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of estimates
The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“US-GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates.
| F-7 |
WORTHY PEER CAPITAL II, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
For the Period from October 28, 2019 (Inception) Through December 31, 2019
Cash and cash equivalents
The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents. The Company has no cash equivalents.
Fair Value Measurement
In accordance with ASC 820, Fair Value Measurement, we use a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a nonrecurring basis, in periods subsequent to their initial measurement. The hierarchy requires us to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value.
The three tiers are defined as follows:
Level 1: Quoted prices in active markets or liabilities in active markets for identical assets or liabilities, accessible by us at the measurement date.
Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
Level 3: Unobservable inputs for assets or liabilities for which there is little or no market data, which require us to develop our own assumptions. These unobservable assumptions reflect estimates of inputs that market participants would use in pricing the asset or liability. Valuation techniques include the use of option pricing models, discounted cash flows, or similar techniques, which incorporate our own estimates of assumptions that market participants would use in pricing the instrument or valuations that require significant management judgment or estimation.
A financial instrument’s categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.
Revenue Recognition
We will recognize revenue in accordance with the guidance in FASB ASC 942 “Financial Services – Depository Lending”.
We will generate revenue primarily through interest earned, loan origination fees and collateral management fees for monitoring the underlying collateral related to the loan.
For term loans, we will recognize interest income, loan fee income and collateral management fee income over the terms of the underlying loans. Loan fees and collateral management fees are reflected as non-interest income in our statement of operations.
Loan origination fees typically include due diligence, appraisal and legal fees. Associated costs primarily include costs directly related to evaluating the financial performance of the prospective borrower, preparing and processing loan documentation, employees’ compensation directly related to the loan and costs paid to third parties for legal and appraisal services. The fees and the costs are netted as deferred revenue and amortized into revenue over the life of the loan.
| F-8 |
WORTHY PEER CAPITAL II, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
For the Period from October 28, 2019 (Inception) Through December 31, 2019
Income taxes
Income taxes - The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws.
Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which they operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax- planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of Topic 740.
The Company accounts for uncertain tax position in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes. As required by the relevant guidance, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would, more likely than not, sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has applied the guidance to all tax positions for which the statute of limitations remained open.
The Company is subject to income taxes in the United States Federal jurisdiction and Florida. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in its income tax expense. No interest or penalties have been accrued for all periods presented.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The Company does not have any potentially dilutive debt or equity at December 31, 2019.
NOTE 4. RECENTLY ISSUED ACCOUNTING STANDARDS
Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Company’s future financial statements. The following are a summary of recent accounting developments.
Lease Accounting. In February 2016, the FASB issued ASU 2016-02, Leases (“ASC 842”), which introduces the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous ASC 840 guidance. The update is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those reporting periods, with early adoption permitted. The original guidance required application on a modified retrospective basis with the earliest period presented. In August 2018, the FASB issued ASU 2018-11, Targeted Improvements to ASC 842, which includes an option to not restate comparative periods in transition and elect to use the effective date of ASC 842, Leases, as the date of initial application of transition. We adopted this ASU beginning on October 28, 2019 and elected the transition option provided under ASU 2018-11. This standard did not have a material effect on our consolidated balance sheet.
| F-9 |
WORTHY PEER CAPITAL II, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
For the Period from October 28, 2019 (Inception) Through December 31, 2019
The Company elected the package of practical expedients available under the transition provisions of the new lease standard, including (i) not reassessing whether expired or existing contracts contain leases, (ii) lease classification, and (iii) not revaluing initial direct costs for existing leases. Also, the Company elected the practical expedient which allows aggregation of non-lease components with the related lease components when evaluating accounting treatment. Lastly, the Company applied the modified retrospective adoption method, utilizing the simplified transition option available in the ASC 842, which allows entities to continue to apply the legacy guidance in ASC 840, including its disclosure requirements, in the comparative periods presented in the year of adoption.
Current Expected Credit Losses Model. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (“ASC 326”), authoritative guidance amending how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance requires the application of a current expected credit loss model, which is a new impairment model based on expected losses. The new guidance is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted for annual reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.
The Company periodically reviews new accounting standards that are issued. Although some of these accounting standards may be applicable to the Company, the Company has not identified any other new standards that it believes merit further discussion, and the Company expects that none would have a significant impact on its consolidated financial statements.
NOTE 5. INCOME TAXES
For the period ended December 31, 2019, the income tax provision for current taxes were $0.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
The table below summarizes the reconciliation of our income tax provision computed at the federal statutory rate of 21% and the Florida state rate of 3.6% for the period ended December 31, 2019 and the actual tax provision for the period ended December 31, 2019.
| F-10 |
WORTHY PEER CAPITAL II, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
For the Period from October 28, 2019 (Inception) Through December 31, 2019
| 2019 | ||||
| Expected provision (benefit) at statutory rate | $ | (1,180 | ) | |
| State taxes | (202 | ) | ||
| Increase in valuation allowance | 1,382 | |||
| Total provision (benefit) for income taxes | $ | - | ||
There was a deferred tax asset for the net operating loss of $1,382 as of December 31, 2019. The net operating loss carryforward is $5,619.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Legal contingencies
From time to time, the Company may be a defendant in pending or threatened legal proceedings arising in the normal course of its business. Management is not aware of any pending, threatened or asserted claims.
Regulatory
The sale of the Worthy Bonds is subject to federal securities law and the Bonds are intended to be Qualified under Regulation A+. The distribution of the Worthy Bonds will be subject to regulations of several states. The loans made by the Company may be subject to state usury laws.
NOTE 7. EQUITY
The Company has authorized 100 shares of common stock.
On October 28, 2019, the Company was founded with the issuance of 100 shares of our $0.001 per share par value common stock for $5,000 to WFI. WFI is the sole shareholder of the Company’s common stock.
NOTE 8. SUBSEQUENT EVENTS
In January of 2020, WFI contributed $25,000 of capital to the Company.
The Company has evaluated these consolidated financial statements for subsequent events through February 4, 2020, the date these consolidated financial statements were available to be issued. Management is not aware of any events that have occurred subsequent to the consolidated balance sheet date, other than those described above that would require adjustment to, or disclosure in the consolidated financial statements.
| F-11 |
Worthy Peer Capital II, Inc.
Best Efforts Offering of
$50,000,000 Maximum Offering Amount
OFFERING CIRCULAR
___________, 2020
PART III - EXHIBITS
Index to Exhibits
* Filed herewith.
| 34 |
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida on February 4, 2020.
| Worthy Peer Capital II, Inc. | ||
| By: | /s/ Sally Outlaw | |
| Sally Outlaw, | ||
| Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sally Outlaw as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign any and all amendments (including all pre-qualification and post-qualification amendments) to this Form 1-A offering statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of Regulation A this offering statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Positions | Date | ||
| /s/ Sally Outlaw | Chief Executive Officer, President and director | February 4, 2020 | ||
| Sally Outlaw | (principal executive officer) | |||
| /s/ Alan Jacobs | Executive Vice President, Chief Operating | February 4, 2020 | ||
| Alan Jacobs | Officer and director | |||
| /s/ Joseph D’Arelli | Senior Vice President and Chief Financial officer | February 4, 2020 | ||
| Joseph D’Arelli | (principal financial and accounting officer) | |||
| /s/ Jungkun(“Jang”) Centofanti | Senior Vice President, Chief Administrative | February 4, 2020 | ||
| Jungkun (“Jang”) Centofanti | Officer and Secretary |
| 35 |
