Risk Factors

  • No public market currently exists for our shares of common stock, and our charter does not require our directors to seek stockholder approval to liquidate our assets by a specified date, nor to list our shares on an exchange by a specified date.
  • Shares of our common stock are illiquid. You may not be able to sell your shares under our share redemption program and, if you are able to sell your shares under the program, you may not be able to recover the amount of your investment in our shares. Our board of directors may modify or suspend our share repurchase plan.
  • We set the offering prices arbitrarily. They are unrelated to the book or net asset value of assets or to our expected operating income.
  • We have limited operating history and are considered to be a blind pool. You generally will not have the opportunity to evaluate our investments before they are acquired.
  • We are dependent on our advisor and its affiliates to select investments and conduct our operations and this offering. Adverse changes in the financial condition of our advisor or our relationship with our advisor could adversely affect us.
  • There are substantial conflicts of interest regarding compensation, investment opportunities and management resources among our advisor, our sponsor, our dealer manager and us. Our agreements with our affiliates were not determined on an arm’s-length basis and may require us to pay more than we would if we exclusively dealt with third parties.
  • This is a “best efforts” offering. If we are unable to raise substantial funds then we may lack diversification in our investments.
  • We have paid and may continue to pay distributions from our offering proceeds. Our charter permits us to pay distributions from any source without limitation, including from offering proceeds, borrowings, sales of assets or waivers or deferrals of fees otherwise owed to our advisor. Distributions are not guaranteed.
  • We expect to incur debt, which could adversely impact your investment if the value of the property securing the debt falls or if we are forced to refinance the debt during adverse economic conditions.
  • If we fail to qualify as a REIT, it would adversely affect our operation and ability to make distributions to our stockholders because we will be subject to U.S. federal income tax at regular corporate rates with no ability to deduct distributions made to our stockholders.


  • The shares we are offering through the prospectus are suitable only as a long-term investment for persons of adequate financial means and who have no need for liquidity in this investment. Because there is no public market for our shares, you will have difficulty selling your shares. In consideration of these factors, we have established suitability standards for investors in this offering and subsequent purchasers of our shares. These suitability standards require that a purchaser of shares have either:

– a net worth of at least $250,000; or
– gross annual income of at least $70,000 and a net worth of at least $70,000

  • Suitability standards vary from the standards above in Alabama, California, Iowa, Kansas, Kentucky, Maine, Massachusetts, Nebraska, New Jersey, New Mexico, North Dakota, Ohio, Pennsylvania, Tennessee, and Vermont, and may vary in other states – please see the prospectus for additional information.