Correspondence 0001493152-24-038727 from Worthy Property Bonds, Inc. (CIK 0001869222)
Worthy Property Bonds, Inc. (CIK 0001869222)
Date: Sept. 30, 2024 · CIK: 0001869222 · Accession: 0001493152-24-038727
AI Filing Summary & Sentiment
File numbers found in text: 024-11563
Letter
United States Securities and Exchange Commission Division of Corporation Finance Re: Worthy Property Bonds, Inc. Post-Qualification Amendment to Offering Statement on Form 1-A Filed September 12, 2024 File No. 024-11563
Dear Ms. Adegbuyi:
We serve as counsel to Worthy Property Bonds, Inc. (the “Company”) and have been asked to provide this narrative response to your comment letter, dated September 24, 2024, on behalf of the Company. The Company responds as follows:
Post-Qualification Amendment to Offering Statement on Form 1-A
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Plan of Operations, Page 21
1. We note your response to prior comment 6 and reissue in part. Revise this section to discuss any other sources of capital that will remain that will allow you to fund both your lending business, as well as to pay redemption requests for your bonds and accrued interest. Make appropriate changes to your risk factors, cover page and summary discussion based on your response.
Response:
The Offering Statement presently states the following:
● The Company intends to continue to offer and sell Worthy Property Bonds under the offering circular to fund our lending operations.
● As of September 12, 2024, the Company had $8,433,360 of Worthy Property Bonds remaining for sale thereunder.
● While the Company reserves its right, pursuant to applicable securities laws, to issue additional securities other than those being offered under the Offering Circular, or to otherwise raise capital, the Company will not issue securities under Regulation A in excess of $75 million during any 12-month period.
Dickinson Wright PLLC
United States Securities and Exchange Commission
September 30, 2024
Page 2
● If the Company is unable to, or elects not to, raise additional capital after this offering, the Company will continue to manage its then existing loan portfolio, collect principal and interest thereunder, and service its debt obligations to the holders of Worthy Property Bonds.
● If the Company raises additional capital going forward the funds will be deployed in the form of real estate loans pursuant to the Company’s stated business plan.
● The Company sets aside a percentage of Worthy Property Bonds sales in cash and cash equivalents.
The Company believes the foregoing disclosures accurately reflect the Company’s business model, including the sources of capital that will allow the Company to fund both its lending business, as well as to pay redemption requests for its bonds and accrued interest. There are no other sources of capital presently being contemplated by the Company. Based on the foregoing, the Company believes its prior response to Comment 6 remains both accurate and comprehensive.
Very
truly yours,
Clint
J. Gage
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CORRESP
1
filename1.htm
350
East Las Olas Boulevard, Suite 1750
Ft.
Lauderdale, FL 33301-4268
Telephone:
954-991-5420
Facsimile:
844-670-6009
http://www.dickinsonwright.com
Clint
J. Gage
CGage@dickinsonwright.com
954-991-5425
September
30, 2024
Aisha
Adegbuyi
United
States Securities and Exchange Commission
Division
of Corporation Finance
Washington,
DC 20549
Re:
Worthy
Property Bonds, Inc.
Post-Qualification
Amendment to Offering Statement on Form 1-A
Filed
September 12, 2024
File
No. 024-11563
Dear
Ms. Adegbuyi:
We
serve as counsel to Worthy Property Bonds, Inc. (the “Company”) and have been asked to provide this narrative response
to your comment letter, dated September 24, 2024, on behalf of the Company. The Company responds as follows:
Post-Qualification
Amendment to Offering Statement on Form 1-A
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Plan
of Operations, Page 21
1.
We note your response to prior comment 6 and reissue in part. Revise this section to discuss any other sources of capital that will remain
that will allow you to fund both your lending business, as well as to pay redemption requests for your bonds and accrued interest. Make
appropriate changes to your risk factors, cover page and summary discussion based on your response.
Response:
The
Offering Statement presently states the following:
● The
Company intends to continue to offer and sell Worthy Property Bonds under the offering circular
to fund our lending operations.
● As
of September 12, 2024, the Company had $8,433,360 of Worthy Property Bonds remaining for
sale thereunder.
● While
the Company reserves its right, pursuant to applicable securities laws, to issue additional
securities other than those being offered under the Offering Circular, or to otherwise raise
capital, the Company will not issue securities under Regulation A in excess of $75 million
during any 12-month period.
Dickinson Wright PLLC
United States Securities and Exchange Commission
September 30, 2024
Page 2
● If
the Company is unable to, or elects not to, raise additional capital after this offering,
the Company will continue to manage its then existing loan portfolio, collect principal and
interest thereunder, and service its debt obligations to the holders of Worthy Property Bonds.
● If
the Company raises additional capital going forward the funds will be deployed in the form
of real estate loans pursuant to the Company’s stated business plan.
● The
Company sets aside a percentage of Worthy Property Bonds sales in cash and cash equivalents.
The
Company believes the foregoing disclosures accurately reflect the Company’s business model, including the sources of capital that
will allow the Company to fund both its lending business, as well as to pay redemption requests for its bonds and accrued interest. There
are no other sources of capital presently being contemplated by the Company. Based on the foregoing, the Company believes its prior response
to Comment 6 remains both accurate and comprehensive.
Very
truly yours,
Clint
J. Gage
CJG:sm
Enclosures