Investor interest
Allegedlys Bar & Grill isn’t open yet. To help open it, we plan to bring in a small number of accredited investors, likely at $250,000 or more each, for a share of ownership. How much we raise, the terms, and whether we go ahead at all aren’t settled yet. If you might be interested, leave your details below, and if we go ahead, we’ll be in touch.
Please read: nothing is for sale yet
- We intend to raise money in a private offering under Rule 506(c) of Regulation D under the Securities Act of 1933. The terms aren’t set yet, and we may decide not to go ahead.
- Only accredited investors may invest, and before accepting anyone’s investment we must take reasonable steps to verify that they are one.
- No money, subscription or commitment of any kind is being accepted now. Please don’t send any money; it won’t be accepted.
- Any sale would be made only through our offering documents, after you’ve had them to read.
- Telling us you’re interested involves no obligation or commitment of any kind, for you or for us.
- The securities would not be registered with the SEC or any state, and could not be resold or transferred freely.
Nothing on this page is investment, legal or tax advice. No securities regulator has reviewed or approved this page or the offering.
Accredited investors only
Under Rule 506(c), every investor must be an accredited investor: a person or organization the SEC treats as able to judge the risks of a private investment and afford to lose it. As a person, you’re one today if any of these is true:
Income
You made more than $200,000 in each of the last two years, or more than $300,000 together with your spouse or spousal equivalent, and you reasonably expect the same this year.
Net worth
You’re worth more than $1 million, alone or together with your spouse or spousal equivalent, not counting your primary residence.
Licenses
You hold a Series 7, 65 or 82 securities license, in good standing.
- Counting net worth: everything you own minus everything you owe, leaving out your primary residence. Don’t count its value, and don’t count its mortgage as a debt, except any part of the mortgage that’s more than the home is worth, and any amount borrowed against it in the 60 days before you invest (other than to buy it). Those do count as debts.
- Spousal equivalent means someone you live with in a relationship generally equivalent to marriage. For joint net worth, your assets don’t have to be held jointly, and you don’t have to invest jointly.
- Directors, executive officers and general partners of the company making the offering are accredited investors for that offering, too.
Investing through a company, trust or other entity?
An entity is an accredited investor if it’s one of these:
- A corporation, LLC, partnership, business trust or 501(c)(3) nonprofit with more than $5 million in total assets, not formed to make this investment.
- A trust with more than $5 million in total assets, not formed to make this investment, whose decision to invest is made by someone with the financial and business experience to judge the risks.
- An entity whose owners are all accredited investors themselves.
- Any other entity, not formed to make this investment, that owns more than $5 million in investments (as the SEC defines them).
- A family office managing more than $5 million, not formed to make this investment, and the family clients it directs.
- A bank, broker-dealer, investment adviser, insurance company, investment company or business development company, or certain employee benefit plans.
Before accepting anyone’s investment, we must take reasonable steps to check that they qualify. For an investment of at least $200,000 ($1 million for an entity), SEC staff have said that can be your written statement that you’re accredited and that no one else is financing any part of it for this investment, as long as we know of nothing to the contrary. Otherwise we’d ask for proof, such as your tax returns, or a letter from your CPA, attorney, registered investment adviser or broker-dealer. We’d never ask for that through this page.
Worth knowing now
- It’s risky. A new bar can lose money or close, and you could lose everything you put in. Only consider money you could afford to lose.
- It’s long-term. Your share wouldn’t be registered or traded anywhere, and there would be limits on selling or transferring it. Expect to hold it for years, possibly with no way to cash out.
- No promises. We aren’t promising any return, any payout or any opening date.
- The liquor license. In New York, a bar’s owners are tied to its liquor license. Anyone who would own 10% or more of the company, or be a managing member, would be named to the State Liquor Authority, with its personal questionnaire and fingerprints, and anyone putting in 10% or more of the money fills in the questionnaire too. Once the bar is licensed, ownership changes need the SLA’s approval before they take effect. Some people generally can’t own any part of a bar, however small, such as police officers and anyone with an interest in a business that makes or wholesales alcohol (the law has narrow exceptions), and certain criminal convictions rule people out unless they’ve been pardoned or hold a certificate of relief from disabilities or of good conduct.
- Owners and unpaid wages. New York law makes the ten largest owners of an LLC personally liable for wages it fails to pay its employees (LLC Law §609(c)). The operating agreement would require the company to keep payroll current and to cover any owner who has to pay.
- Watch for scams. We’ll never ask for money through this website, by text or through anyone else, and we don’t pay anyone to find investors. If someone asks you to send money for a stake in Allegedlys, don’t, and let us know.
- If we go ahead, you’ll get the full documents first: what you’d own, the terms and the risks. Read them, and talk to your own lawyer, accountant and financial adviser before deciding anything.