Overview

North Capital Private Securities Corporation (“NCPS”) will conduct “reasonable basis” due diligence in accordance with FINRA NTM 10-22 and Rule 2111. The purpose of the review is to ascertain whether the offering is suitable for investors, and to ensure, to the best of our ability, that the offering materials are free of material misstatements and material omissions of information. NCPS will work with you and your counsel to ensure that any red flags or other potential disclosure items are addressed prior to closing. The following sections provide a general overview of some of the information NCPS will request for early stage companies, real estate issuers, and private funds. If you would like more detailed information, please contact us.

Early Stage Companies & Real Estate

Company Information

Point of contact, company name, federal EIN, company type, state of incorporation, date of incorporation, date of operations started, previous company entities/names, agent for service of process(if any), physical address, website URL.

Business and Operations

Business description, business plan, analysis of competitive landscape, information about affiliates and subsidiaries, list of states and counties where registered to do business, permits, material agreements and contracts, any dealings with “related persons.”

Management

Information regarding the following individuals or entities: owners and beneficial owners, founders, officers, directors, and other covered persons; promoters or compensated solicitors or placement agents; bad actors; key employees. Copies of any employment agreements, inventory of employee compensation, narrative regarding control persons’ experience; disclosure of relationships between control persons or key employees, company advisers.

Company Ownership

Shareholders and percent ownership, full capitalization stack, list of security issuances, purchase and/or option agreements, shares issued, copy of any equity incentive plans, board and shareholder information and meeting minutes; copies of management agreements, LLC agreements and/or bylaws.

Current Offering

Board meeting and shareholder authorization information, summary of terms, description of securities being offered, raise amount, securities being sold by affiliates, duration of the offer, company burn rate, milestones if future funding will be needed, other securities outstanding, documentation of any preemptive rights for current shareholders, contact person for books and records, description of any previous offering of securities.

Financial Information

Financial statements, CPA relationships, company financial condition, tax return transcripts, recent bank statement, loans, liens on property.

Business Risks

Lawsuits, judgment/settlement information, insurance policies.

Advertising and Marketing

Any and all advertising related to your offering, including social media and public relations.

Intellectual Property (Early Stage Companies Only)

Patents, copyrights, trademarks, list of other intellectual property; potential threats to intellectual property.

Rent Rolls, Additional Documentation (Real Estate Issuers Only)

Current rent roll and any pro forma analysis; Environmental Site Assessment; title work and title insurance commitment; building and liability insurance; liens and hypothecation agreements.

Funds

Contact Information

Name, address, phone, email. Type of company, date of incorporation, state of incorporation, domicile of operation; subsidiaries, branches, other locations; functions at each location; list of all regulatory authorities with which the company or its manager is registered; ownership structure; references; track record; risks and additional disclosures.

Investment Research

Description of typical investment process, from ideation to trading and investment; description of other sources for investment ideas.

Execution and Trading

List of authorized persons to place orders and transfer funds; description of front and back office separation; allocation of trades and investment opportunities; relationships that could affect trading flexibility.

Compliance

Compliance contact information; compliance monitoring programs; any actions or warnings from regulatory bodies; any withdrawn or terminated regulatory applications or status; other business activities of company’s principals.

Legal

Any criminal, civil, regulatory or administrative proceedings against the fund, the investment manager, or any of its principals, directors, control persons, or key or any similar such matters during the past 10 years.

Anti-Money Laundering

Summary of the companies anti-money laundering procedures.

Insurance

Information on all insurance policies.

Business Continuity

Business continuity plan.

Fund Information

Fund details, fees, investment/redemption terms, fund directors, fund pricing, prime broker, custodian, legal advisor, any previous administrator, prime broker, custodian, lawyer or auditor in the last 3 years, fund promoters.

Data Overview

Fund assets, management’s co-investments.

Investment Strategy

Description of the investment strategy.