LEGAL DISCLAIMER
AN OFFERING STATEMENT REGARDING THIS OFFERING HAS BEEN FILED WITH THE SEC. THE SEC HAS QUALIFIED THAT OFFERING STATEMENT, WHICH ONLY MEANS THAT REALPHA ASSET MANAGEMENT, INC. (THE “COMPANY”) MAY MAKE SALES OF THE SECURITIES DESCRIBED BY THE OFFERING STATEMENT. IT DOES NOT MEAN THAT THE SEC HAS APPROVED, PASSED UPON THE MERITS OR PASSED UPON THE ACCURACY OR COMPLETENESS OF THE INFORMATION IN THE OFFERING STATEMENT. THE OFFERING CIRCULAR THAT IS PART OF THAT OFFERING STATEMENT IS AVAILABLE AT: https://www.sec.gov/archives/edgar/data/1859199/000121390022045378/ea163909-253g2_realphaasset.htm
YOU SHOULD READ THE OFFERING CIRCULAR BEFORE MAKING ANY INVESTMENT. OUR COMMON STOCK IS OFFERED ONLY TO “QUALIFIED PURCHASERS“ AS DEFINED IN SECURITIES AND EXCHANGE COMMISSION REGULATION A. “QUALIFIED PURCHASERS“ ARE: (I) ACCREDITED INVESTORS AND (II) ALL OTHER INVESTORS SO LONG AS THEIR INVESTMENT IN ONE OF OUR OFFERINGS 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). IN GENERAL, TO QUALIFY AS AN ACCREDITED INVESTOR, INDIVIDUALS MUST HAVE A NET WORTH OF MORE THAN $1 MILLION (EXCLUDING THEIR PRIMARY RESIDENCE), OR GROSS INCOME FOR EACH OF THE LAST TWO YEARS OF AT LEAST $200,000 ($300,000 JOINTLY WITH THEIR SPOUSE) WITH THE EXPECTATION OF AT LEAST THAT LEVEL OF INCOME DURING THE CURRENT YEAR. IF YOU DECIDE TO INVEST, YOU WILL BE REQUIRED TO COMPLETE A SUBSCRIPTION AGREEMENT AND QUESTIONNAIRE TO ESTABLISH YOUR STATUS AS A “QUALIFIED PURCHASER”.
FORWARD-LOOKING STATEMENTS
ALL STATEMENTS, OTHER THAN STATEMENTS OF HISTORICAL FACT, CONTAINED IN THIS WEBSITE CONSTITUTE “FORWARD-LOOKING STATEMENTS” AND ARE BASED ON THE REASONABLE EXPECTATIONS, ESTIMATES AND PROJECTIONS OF REALPHA ASSET MANAGEMENT, INC. (THE “COMPANY”) AND THE COMPANY’S MANAGEMENT AS OF THE DATE OF THIS PRESENTATION. THE WORDS “PLANS,” “EXPECTS,” OR “DOES NOT EXPECT,” “IS EXPECTED,” “BUDGET,” “SCHEDULED,” “ESTIMATES,” “FORECASTS,” “INTENDS,” “ANTICIPATES,” OR “DOES NOT ANTICIPATE,” OR “BELIEVES,” OR VARIATIONS OF SUCH WORDS AND PHRASES OR STATEMENTS THAT CERTAIN ACTIONS, EVENTS OR RESULTS “MAY,” “COULD,” “WOULD,” “MIGHT,” “WILL” OR “WILL BE TAKEN,” “OCCUR” OR “BE ACHIEVED” AND SIMILAR EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS INCLUDE, WITHOUT LIMITATION, STATEMENTS REGARDING OUR PROJECTED NUMBER OF PROPERTIES, REVENUES, ASSETS UNDER MANAGEMENT, VALUATION, INVESTMENT RETURNS, EXPECTED CUSTOMER DEMAND, AND THE COMPANY’S BUSINESS STRATEGY. FORWARD-LOOKING STATEMENTS ARE NECESSARILY BASED UPON A NUMBER OF ESTIMATES AND ASSUMPTIONS THAT, WHILE CONSIDERED REASONABLE BY THE COMPANY’S MANAGEMENT AS OF THE DATE OF SUCH STATEMENTS, ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES. THE ESTIMATES AND ASSUMPTIONS CONTAINED IN THIS PRESENTATION, WHICH MAY PROVE TO BE INCORRECT, INCLUDE, BUT ARE NOT LIMITED TO, THE VARIOUS ASSUMPTIONS OF THE COMPANY SET FORTH HEREIN. KNOWN AND UNKNOWN FACTORS COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS. SUCH FACTORS INCLUDE, BUT ARE NOT LIMITED TO, OUR SUCCESS IN RAISING CAPITAL THROUGH OUR REGULATION A OFFERING AND THROUGH OUR PLANNED SUBSEQUENT OFFERING TO SYNDICATE MEMBERS, OUR ABILITY TO OBTAIN THE FINANCING REQUIRED FOR THE DEBT PORTION OF THE PURCHASE PRICE OF PROPERTIES OUR ABILITY TO OBTAIN THE DEBT FINANCING REQUIRED TO PURCHASE PROPERTIES, OUR ABILITY TO ACQUIRE THE NUMBER OF RESIDENTIAL PROPERTIES WITHIN OUR PROJECTED TIME FRAMES, CHANGES IN DEMAND, INDUSTRY COMPETITION, LEGISLATIVE, FISCAL AND REGULATORY DEVELOPMENTS, ECONOMIC AND FINANCIAL MARKET CONDITIONS INCLUDING BUT NOT LIMITED TO THE CURRENT COVID-19 GLOBAL PANDEMIC OR FUTURE LAWSUITS. MORE INFORMATION ON THE FACTORS, RISKS AND UNCERTAINTIES THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES IS INCLUDED IN OUR FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING IN THE “RISK FACTORS” SECTIONS OF OUR OFFERING STATEMENT ON FORM 1-A POS. MANY OF THESE UNCERTAINTIES AND CONTINGENCIES CAN AFFECT THE COMPANY’S ACTUAL RESULTS AND COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENTS MADE BY, OR ON BEHALF OF, THE COMPANY. THERE CAN BE NO ASSURANCE THAT FORWARD-LOOKING STATEMENTS WILL PROVE TO BE ACCURATE, AS ACTUAL RESULTS AND FUTURE EVENTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN SUCH STATEMENTS. ALL OF THE FORWARD-LOOKING STATEMENTS MADE IN OUR MATERIALS AND PRESENTATION ARE QUALIFIED BY THESE CAUTIONARY STATEMENTS. THESE FACTORS ARE NOT INTENDED TO REPRESENT A COMPLETE LIST OF THE FACTORS THAT COULD AFFECT THE COMPANY. THE COMPANY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW OR REGULATION. THE READER IS CAUTIONED NOT TO PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS.
MASSACHUSETTS RESIDENTS
OUR REGULATION A OFFERING IS NOT BEING MADE IN MASSACHUSETTS AND OUR COMMON STOCK IS NOT AVAILABLE FOR PURCHASE BY MASSACHUSETTS RESIDENTS DUE TO A CONSENT ORDER ENTERED INTO WITH THE COMMONWEALTH OF MASSACHUSETTS.
HAWAII RESIDENTS
OUR REGULATION A OFFERING IS NOT BEING MADE IN HAWAII AND OUR COMMON STOCK IS NOT AVAILABLE FOR PURCHASE BY HAWAII RESIDENTS. HAWAII HAS NOT MODIFIED ITS SECURITIES LAWS IN RELATION TO REGULATION A SINCE THE JOBS ACT WAS SIGNED INTO LAW BY THE PRESIDING PRESIDENT.
MARYLAND RESIDENTS
OUR REGULATION A OFFERING IS NOT BEING MADE IN MARYLAND AND OUR COMMON STOCK IS NOT AVAILABLE FOR PURCHASE BY MARYLAND RESIDENTS. MARYLAND IS STILL REVIEWING THE COMPANY’S NOTICE FILING DUE TO SALES MADE PRIOR TO FILING OF ITS NOTICE IN THE FOURTH QUARTER OF 2021. AT THIS TIME, THE COMPANY IS NOT MAKING SALES TO MARYLAND RESIDENTS. THE COMPANY RESERVES THE RIGHT TO REEVALUATE ITS POSITION ON FUTURE SALES TO MARYLAND RESIDENTS.ADDITIONAL INFORMATION ABOUT THE ISSUER CAN BE FOUND IN THE OFFERING CIRCULAR, WHICH IS AVAILABLE HERE https://www.sec.gov/archives/edgar/data/1859199/000121390022045378/ea163909-253g2_realphaasset.htm
THE COMPANY RESERVES THE RIGHT TO NOT ACCEPT ANY SUBSCRIBER(S), CONSISTENT WITH THE TERMS OF THE SUBSCRIPTION AGREEMENT SEE EXHIBIT 4.1 OF THE OFFERING STATEMENT AVAILABLE AT https://www.sec.gov/archives/edgar/data/1859199/000121390022042825/ea163541-1apos_realphaasset.htm
